Exhibit 4.1 


 

 EXECUTION
VERSION


 
	 
	 



 
WELLS
                                         FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,
as
                                         Depositor
 
WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
as
                                         General Master Servicer
 
LNR
                                         PARTNERS, LLC,
as
                                         General Special Servicer 
 
NATIONAL
                                         COOPERATIVE BANK, N.A.,
as
                                         NCB Master Servicer and as NCB Special Servicer
 
WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
as
                                         Certificate Administrator
 
WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION,
as
                                         Trustee,
 
and


 
PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 





 




 
POOLING
                                         AND SERVICING AGREEMENT
 
Dated
                                         as of August 1, 2019


 





 



 
 
Commercial
                                         Mortgage Pass-Through Certificates
Series
                                         2019-BNK19





	 
	 


 
 
 
 
TABLE
                                         OF CONTENTS
 
	 

	 

	 

	Page


	 

	 

	 

	 


	Article
I


	 

	 

	 

	 


	DEFINITIONS


	 

	 

	 

	 


	Section
1.01

	Defined
Terms

	 

	6


	Section
1.02

	Certain
Calculations

	 

	129


	 

	 

	 

	 


	Article
II


	 

	 

	 

	 


	CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


	 

	 

	 

	 


	Section
2.01

	Conveyance
of Mortgage Loans

	 

	130


	Section
2.02

	Acceptance
by Trustee

	 

	138


	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

	 

	143


	Section
2.04

	Execution
of Certificates; Issuance of Lower-Tier Regular Interests

	 

	160


	Section
2.05

	Creation
of the Grantor Trust

	 

	160


	 

	 

	 

	 


	Article
III


	 

	 

	 

	 


	ADMINISTRATION
AND SERVICING OF THE TRUST FUND


	 

	 

	 

	 


	Section
3.01

	Administration
of the Mortgage Loans, the Serviced Companion Loans, and REO Properties

	 

	160


	Section
3.02

	Collection
of Mortgage Loan Payments

	 

	169


	Section
3.03

	Collection
of Taxes, Assessments and Similar Items; Servicing Accounts

	 

	175


	Section
3.04

	The
Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the Retained
Certificate Gain-on-Sale Reserve Account

	 

	180


	Section
3.05

	Permitted
Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account

	 

	188


	Section
3.06

	Investment
of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund

	 

	198


	Section
3.07

	Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage

	 

	200


	Section
3.08

	Enforcement
of Due-on-Sale Clauses; Assumption Agreements

	 

	207


	Section
3.09

	Realization
Upon Defaulted Loans and Companion Loans

	 

	213



 

-i-


 
	 

	 

	 

	 


	Section
3.10

	Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files

	 

	217


	Section
3.11

	Servicing
Compensation

	 

	219


	Section
3.12

	Inspections;
Collection of Financial Statements; Delivery of Reports

	 

	226


	Section
3.13

	Access
to Certain Information

	 

	232


	Section
3.14

	Title
to REO Property; REO Account

	 

	246


	Section
3.15

	Management
of REO Property

	 

	248


	Section
3.16

	Sale
of Defaulted Loans and REO Properties

	 

	250


	Section
3.17

	Additional
Obligations of Master Servicers and Special Servicers

	 

	257


	Section
3.18

	Modifications,
Waivers, Amendments and Consents

	 

	260


	Section
3.19

	Transfer
of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping; Asset Status Report

	 

	273


	Section
3.20

	Sub-Servicing
Agreements

	 

	281


	Section
3.21

	Interest
Reserve Account

	 

	284


	Section
3.22

	Directing
Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers

	 

	284


	Section
3.23

	Controlling
Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of
Directing Certificateholder and the Risk Retention Consultation Party

	 

	285


	Section
3.24

	Intercreditor
Agreements

	 

	289


	Section
3.25

	Rating
Agency Confirmation

	 

	292


	Section
3.26

	The
Operating Advisor

	 

	294


	Section
3.27

	Companion
Paying Agent

	 

	303


	Section
3.28

	Serviced
Companion Noteholder Register

	 

	304


	Section
3.29

	Certain
Matters Relating to the Whole Loans

	 

	304


	Section
3.30

	Certain
Matters with Respect to Joint Mortgage Loans

	 

	307


	Section
3.31

	[RESERVED]

	 

	311


	Section
3.32

	Litigation
Control

	 

	312


	Section
3.33

	Delivery
of Excluded Information to the Certificate Administrator

	 

	315


	 

	 

	 

	 


	Article
IV


	 

	 

	 

	 


	DISTRIBUTIONS
TO CERTIFICATEHOLDERS


	 

	 

	 

	 


	Section
4.01

	Distributions
of Available Funds

	 

	315


	Section
4.02

	Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney

	 

	327


	Section
4.03

	P&I
Advances

	 

	334


	Section
4.04

	Allocation
of Realized Losses

	 

	337


	Section
4.05

	Appraisal
Reduction Amounts; Collateral Deficiency Amounts

	 

	339


	Section
4.06

	Grantor
Trust Reporting

	 

	344


	Section
4.07

	Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool

	 

	345


	Section
4.08

	Secure
Data Room

	 

	348



 

-ii-


 
	 


	Article
V


	 

	 

	 

	 


	THE
CERTIFICATES


	 

	 

	 

	 


	Section
5.01

	The
Certificates

	 

	350


	Section
5.02

	Form
and Registration

	 

	350


	Section
5.03

	Registration
of Transfer and Exchange of Certificates

	 

	353


	Section
5.04

	Mutilated,
Destroyed, Lost or Stolen Certificates

	 

	363


	Section
5.05

	Persons
Deemed Owners

	 

	363


	Section
5.06

	Access
to List of Certificateholders’ Names and Addresses; Special Notices

	 

	364


	Section
5.07

	Maintenance
of Office or Agency

	 

	365


	Section
5.08

	Appointment
of Certificate Administrator

	 

	365


	Section
5.09

	[RESERVED]

	 

	366


	Section
5.10

	Voting
Procedures

	 

	366


	 

	 

	 

	 


	Article
VI


	 

	 

	 

	 


	THE
DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, THE

OPERATING
ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE

DIRECTING
CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION

PARTY


	 

	 

	 

	 


	Section
6.01

	Representations,
Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer

	 

	367


	Section
6.02

	Liability
of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer

	 

	373


	Section
6.03

	Merger,
Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset
Representations Reviewer

	 

	373


	Section
6.04

	Limitation
on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer
and Others

	 

	375


	Section
6.05

	Depositor,
Master Servicers and Special Servicers Not to Resign

	 

	381


	Section
6.06

	Rights
of the Depositor in Respect of the Master Servicers and the Special Servicers

	 

	382


	Section
6.07

	The
Master Servicers and the Special Servicers as Certificate Owner

	 

	382


	Section
6.08

	The
Directing Certificateholder and the Risk Retention Consultation Party

	 

	383


	Section
6.09

	Knowledge
of Wells Fargo Bank, National Association

	 

	392



 

-iii-


 
	 


	Article
VII


	 

	 

	 

	 


	SERVICER
TERMINATION EVENTS


	 


	Section
7.01

	Servicer
Termination Events; Master Servicers and Special Servicers Termination

	 

	392


	Section
7.02

	Trustee
to Act; Appointment of Successor

	 

	401


	Section
7.03

	Notification
to Certificateholders

	 

	403


	Section
7.04

	Waiver
of Servicer Termination Events

	 

	403


	Section
7.05

	Trustee
as Maker of Advances

	 

	404


	 

	 

	 

	 


	Article
VIII


	 

	 

	 

	 


	CONCERNING
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


	 

	 

	 

	 


	Section
8.01

	Duties
of the Trustee and the Certificate Administrator

	 

	404


	Section
8.02

	Certain
Matters Affecting the Trustee and the Certificate Administrator

	 

	406


	Section
8.03

	Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans

	 

	408


	Section
8.04

	Trustee
or Certificate Administrator May Own Certificates

	 

	408


	Section
8.05

	Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator

	 

	408


	Section
8.06

	Eligibility
Requirements for Trustee and Certificate Administrator

	 

	410


	Section
8.07

	Resignation
and Removal of the Trustee and Certificate Administrator

	 

	411


	Section
8.08

	Successor
Trustee or Certificate Administrator

	 

	413


	Section
8.09

	Merger
or Consolidation of Trustee or Certificate Administrator

	 

	414


	Section
8.10

	Appointment
of Co-Trustee or Separate Trustee

	 

	414


	Section
8.11

	Appointment
of Custodians

	 

	415


	Section
8.12

	Representations
and Warranties of the Trustee

	 

	415


	Section
8.13

	Provision
of Information to Certificate Administrator, Master Servicers and Special Servicers

	 

	417


	Section
8.14

	Representations
and Warranties of the Certificate Administrator

	 

	417


	Section
8.15

	Compliance
with the PATRIOT Act

	 

	418


	 

	 

	 

	 


	Article
IX


	 

	 

	 

	 


	TERMINATION


	 


	Section
9.01

	Termination
upon Repurchase or Liquidation of All Mortgage Loans

	 

	419


	Section
9.02

	Additional
Termination Requirements

	 

	423


	 

	 

	 

	 


	Article
X


	 

	 

	 

	 


	ADDITIONAL
REMIC PROVISIONS


	 

	 

	 

	 


	Section
10.01

	REMIC
Administration

	 

	424


	Section
10.02

	Use
of Agents

	 

	428



 

-iv-


 
	 

	 

	 

	 


	Section
10.03

	Depositor,
Master Servicers and Special Servicers to Cooperate with Certificate Administrator

	 

	428


	Section
10.04

	Appointment
of REMIC Administrators

	 

	428


	 

	 

	 

	 


	Article
XI


	 

	 

	 

	 


	EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


	 


	Section
11.01

	Intent
of the Parties; Reasonableness

	 

	429


	Section
11.02

	Succession;
Subcontractors

	 

	430


	Section
11.03

	Filing
Obligations

	 

	432


	Section
11.04

	Form
10-D and Form ABS-EE Filings

	 

	433


	Section
11.05

	Form
10-K Filings

	 

	437


	Section
11.06

	Sarbanes-Oxley
Certification

	 

	440


	Section
11.07

	Form
8-K Filings

	 

	442


	Section
11.08

	Form
15 Filing

	 

	444


	Section
11.09

	Annual
Compliance Statements

	 

	444


	Section
11.10

	Annual
Reports on Assessment of Compliance with Servicing Criteria

	 

	446


	Section
11.11

	Annual
Independent Public Accountants’ Attestation Report

	 

	448


	Section
11.12

	Indemnification

	 

	449


	Section
11.13

	Amendments

	 

	452


	Section
11.14

	Regulation
AB Notices

	 

	452


	Section
11.15

	Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans

	 

	452


	Section
11.16

	Certain
Matters Regarding Significant Obligors

	 

	458


	Section
11.17

	Impact
of Cure Period

	 

	458


	 

	 

	 

	 


	Article
XII


	 

	 

	 

	 


	THE
ASSET REPRESENTATIONS REVIEWER


	 

	 

	 

	 


	Section
12.01

	Asset
Review

	 

	459


	Section
12.02

	Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability

	 

	465


	Section
12.03

	Resignation
of the Asset Representations Reviewer

	 

	466


	Section
12.04

	Restrictions
of the Asset Representations Reviewer

	 

	466


	Section
12.05

	Termination
of the Asset Representations Reviewer

	 

	466


	 

	 

	 

	 


	Article
XIII


	 

	 

	 

	 


	MISCELLANEOUS
PROVISIONS


	 

	 

	 

	 


	Section
13.01

	Amendment

	 

	470


	Section
13.02

	Recordation
of Agreement; Counterparts

	 

	475


	Section
13.03

	Limitation
on Rights of Certificateholders

	 

	475


	Section
13.04

	Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial

	 

	476


	Section
13.05

	Notices

	 

	477



 

-v-


 
	 

	 

	 

	 


	Section
13.06

	Severability
of Provisions

	 

	484


	Section
13.07

	Grant
of a Security Interest

	 

	484


	Section
13.08

	Successors
and Assigns; Third Party Beneficiaries

	 

	485


	Section
13.09

	Article
and Section Headings

	 

	485


	Section
13.10

	Notices
to the Rating Agencies

	 

	485



 
	EXHIBITS

	 

	 


	 

	 


	EXHIBIT
A-1

	Form
of Certificate (Other than Class R and Class V Certificates)


	EXHIBIT
A-2

	Form
of Class R Certificate


	EXHIBIT
A-3

	Form
of Class V Certificate


	EXHIBIT
A-4

	Form
of RR Interest


	EXHIBIT
B

	Mortgage
Loan Schedule


	EXHIBIT
C

	Form
of Investment Representation Letter


	EXHIBIT
D-1

	Form
of Transferee Affidavit for Transfers of Class R Certificates


	EXHIBIT
D-2

	Form
of Transferor Letter for Transfers of Class R Certificates


	EXHIBIT
D-3

	Form
of Transferee Certificate for Transfers of RR Interest


	EXHIBIT
D-4

	Form
of Transferor Certificate for Transfers of RR Interest


	EXHIBIT
E

	Form
of Request for Release


	EXHIBIT
F-1

	Form
of ERISA Representation Letter Regarding ERISA Restricted Certificates


	EXHIBIT
F-2

	Form
of ERISA Representation Letter Regarding Class R Certificates and Class V Certificates


	EXHIBIT
G

	Form
of Distribution Date Statement


	EXHIBIT
H

	Form
of Omnibus Assignment


	EXHIBIT
I

	Form
of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted
Period


	EXHIBIT
J

	Form
of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period


	EXHIBIT
K

	Form
of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted
Period


	EXHIBIT
L

	Form
of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted
Period


	EXHIBIT
M

	Form
of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate


	EXHIBIT
N

	Form
of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate


	EXHIBIT
O

	Form
of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate


	EXHIBIT
P-1A

	Form
of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Directing
Certificateholder and/or a Controlling Class Certificateholder)


	EXHIBIT
P-1B

	Form
of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)



 

-vi-


 
	 

	 


	EXHIBIT
P-1C

	Form
of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder, the Risk Retention Consultation
Party and/or a Controlling Class Certificateholder)


	EXHIBIT
P-1D

	Form
of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)


	EXHIBIT
P-1E

	Form
of Notice of Excluded Controlling Class Holder


	EXHIBIT
P-1F

	Form
of Notice of [Excluded Loan][Excluded Controlling Class Holder] to Certificate Administrator


	EXHIBIT
P-1G

	Form
of Certification of the Directing Certificateholder


	EXHIBIT
P-1H

	Form
of Certification of the Risk Retention Consultation Party


	EXHIBIT
P-2

	Form
of Certification for NRSROs


	EXHIBIT
P-3

	Online
Market Data Provider Certification


	EXHIBIT
Q

	Custodian
Certification/Exception Report


	EXHIBIT
R-1

	Form
of Power of Attorney by Trustee for Master Servicer


	EXHIBIT
R-2

	Form
of Power of Attorney by Trustee for Special Servicer


	EXHIBIT
S

	Initial
Serviced Companion Noteholders


	EXHIBIT
T

	Form
of Notice for Non-Serviced Mortgage Loan


	EXHIBIT
U

	Form
of Notice and Certification Regarding Defeasance of Mortgage Loan


	EXHIBIT
V

	Form
of Operating Advisor Annual Report


	EXHIBIT
W

	Form
of Notice from Operating Advisor Recommending Replacement of the [General][NCB] Special Servicer


	EXHIBIT
X

	Form
of Confidentiality Agreement


	EXHIBIT
Y

	Form
Certification to be Provided with Form 10-K


	EXHIBIT
Z-1

	Form
of Certification to be Provided to Depositor by Certificate Administrator


	EXHIBIT
Z-2

	Form
of Certification to be Provided to Depositor by Master Servicer


	EXHIBIT
Z-3

	Form
of Certification to be Provided to Depositor by Special Servicer


	EXHIBIT
Z-4

	Form
of Certification to be Provided to Depositor by Trustee


	EXHIBIT
Z-5

	Form
of Certification to be Provided to Depositor by Operating Advisor


	EXHIBIT
Z-6

	Form
of Certification to be Provided to Depositor by Custodian


	EXHIBIT
Z-7

	Form
of Certification to be Provided to Depositor by Asset Representations Reviewer


	EXHIBIT
AA

	Servicing
Criteria to be Addressed in Assessment of Compliance


	EXHIBIT
BB

	Additional
Form 10-D Disclosure


	EXHIBIT
CC

	Additional
Form 10-K Disclosure


	EXHIBIT
DD

	Form
8-K Disclosure Information


	EXHIBIT
EE

	Additional
Disclosure Notification


	EXHIBIT
FF

	Initial
Sub-Servicers


	EXHIBIT
GG

	Servicing
Function Participants


	EXHIBIT
HH

	Form
of Annual Compliance Statement


	EXHIBIT
II

	Form
of Report on Assessment of Compliance with Servicing Criteria


	EXHIBIT
JJ

	CREFC®
Payment Information


	EXHIBIT
KK

	Form
of Notice of Additional Indebtedness Notification


	EXHIBIT
LL

	[Reserved]


	EXHIBIT
MM

	Additional
Disclosure Notification (Accounts)


	EXHIBIT
NN

	Form
of Notice of Purchase of Controlling Class Certificate


	EXHIBIT
OO

	Form
of Asset Review Report by the Asset Representations Reviewer



 

-vii-


 
	 

	 


	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 Intercreditor Agreement and Subordination Agreement for NCB Co-op Mortgage Loans



 
	SCHEDULES

	 

	 


	 

	 


	SCHEDULE
1

	Mortgage
Loans With Additional Debt


	SCHEDULE
2

	Class
A-SB Planned Principal Balance Schedule


	SCHEDULE
3

	Mortgage
Loans (Other than NCB Co-op Mortgage Loans) With Earnout, or Performance Escrows or Reserves Exceeding 10% of their respective
Initial Principal Balances



 

-viii-


 
This
                                         Pooling and Servicing Agreement is dated and effective as of August 1, 2019, among Wells
                                         Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
                                         Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer,
                                         National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
                                         Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
                                         National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
                                         and as Asset Representations Reviewer.
 
PRELIMINARY
                                         STATEMENT:
 
The
                                         Depositor intends to sell commercial mortgage pass-through certificates (collectively,
                                         the “Certificates”), to be issued hereunder in multiple classes (each,
                                         a “Class”), which in the aggregate will evidence the entire beneficial
                                         ownership interest in the Trust to be created hereunder, the primary assets of which
                                         will be a pool of commercial mortgage loans. As provided herein, the Certificate Administrator
                                         shall elect or shall cause an election to be made to treat designated portions of the
                                         Trust (exclusive of the Excess Interest and the proceeds thereof in the Excess Interest
                                         Distribution Account) for federal income tax purposes as two separate real estate mortgage
                                         investment conduits (the “Upper-Tier REMIC“ and the “Lower-Tier
                                         REMIC”, and each a “Trust REMIC” as described herein).
 
In
                                         addition, the parties intend that the portion of the Trust Fund consisting of the Class
                                         V Specific Grantor Trust Assets and the RR Interest Specific Grantor Trust Assets shall
                                         be treated as a grantor trust under subpart E, part I of subchapter J of the Code for
                                         federal income tax purposes (the “Grantor Trust”). Solely for tax purposes,
                                         the Class V Certificates shall represent undivided beneficial interests in the Class
                                         V Specific Grantor Trust Assets and the RR Interest will represent an undivided beneficial
                                         interest in the RR Interest Specific Grantor Trust Assets, respectively. As provided
                                         herein, the Certificate Administrator shall take all actions expressly required hereunder
                                         to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains
                                         its status as a grantor trust under federal income tax law and will not be treated as
                                         part of either Trust REMIC.
 
The
                                         Depositor intends to sell the Certificates to the Underwriters and the Initial Purchasers.
 
LOWER-TIER
                                         REMIC
 
The
                                         Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and will
                                         issue the Class LA1, Class LASB, Class LA2, Class LA3, Class LAS, Class LB, Class LC,
                                         Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ and LRR Uncertificated Interests
                                         (the “Lower-Tier Regular Interests”), which will evidence the “regular
                                         interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will
                                         also issue the uncertificated Class LR Interest, which is the sole Class of “residual
                                         interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented
                                         by the Class R Certificates.
 
The
                                         following table sets forth the Original Lower-Tier Principal Amounts and per annum
                                         rates of interest for the Lower-Tier Regular Interests and the Class LR Interest:
 

     


     


    	 

	 

	 

	 

	 


	Class
Designation

	 

	Interest
Rate

	 

	Original
Lower-Tier Principal Amount


	Class
LA1

	 

	(1)

	 

	$25,345,000

	 


	Class
LASB

	 

	(1)

	 

	$44,620,000

	 


	Class
LA2

	 

	(1)

	 

	$273,000,000

	 


	Class
LA3

	 

	(1)

	 

	$523,177,000

	 


	Class
LAS

	 

	(1)

	 

	$153,122,000

	 


	Class
LB

	 

	(1)

	 

	$49,494,000

	 


	Class
LC

	 

	(1)

	 

	$46,400,000

	 


	Class
LD

	 

	(1)

	 

	$27,840,000

	 


	Class
LE

	 

	(1)

	 

	$23,201,000

	 


	Class
LF

	 

	(1)

	 

	$13,920,000

	 


	Class
LG

	 

	(1)

	 

	$12,373,000

	 


	Class
LH

	 

	(1)

	 

	$12,374,000

	 


	Class
LJ

	 

	(1)

	 

	$32,480,575

	 


	Class
LR

	 

	None(2)

	 

	None

	 


	LRR

	 

	(1)

	 

	$65,123,504

	 



 
 


 
	(1)

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



 
	(2)

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



 
UPPER-TIER
                                         REMIC
 
The
                                         Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class
                                         A-1, Class A-SB, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D, Class X-FG, Class
                                         X-H, Class X-J, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class
                                         H and Class J Certificates and the RR Interest (exclusive of the portion of the RR Interest
                                         representing an interest in the Grantor Trust), each of which is a “regular interest”
                                         in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated
                                         Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier
                                         REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.
 
THE
                                         GRANTOR TRUST
 
The
                                         Class V Certificates and RR Interest shall each represent undivided beneficial interests
                                         in the portion of the Grantor Trust consisting of the assets set forth opposite such
                                         Class in the following table, in each case, as described herein. As provided herein,
                                         the Certificate Administrator shall not take any actions that would cause the portion
                                         of the Trust Fund consisting of the Grantor Trust (i) to fail to maintain its status
                                         as a “grantor trust” under federal income tax law or (ii) to be treated as
                                         part of any Trust REMIC.
 
	Class
Designation

	 

	Corresponding
Grantor Trust Assets


	Class
V

	 

	Class
V Specific Grantor Trust Assets


	RR
Interest

	 

	RR
Interest Specific Grantor Trust Assets




 



    -2-


     


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

	 

	Approximate
Initial Pass-
Through Rate

	 

	Original
Certificate
Balance or Notional
Amount


	Class
A-1 Certificates

	 

	2.2630%

	 

	$25,345,000

	 


	Class
A-SB Certificates

	 

	3.0710%

	 

	$44,620,000

	 


	Class
A-2 Certificates

	 

	2.9260%

	 

	$273,000,000

	 


	Class
A-3 Certificates

	 

	3.1830%

	 

	$523,177,000

	 


	Class
X-A Certificates

	 

	1.1002%(1)

	 

	$866,142,000

	(2)


	Class
X-B Certificates

	 

	0.5487%(1)

	 

	$249,016,000

	(2)


	Class
X-D Certificates

	 

	1.1695%(1)

	 

	$51,041,000

	(2)


	Class
X-FG Certificates

	 

	1.1695%(1)

	 

	$26,293,000

	(2)


	Class
X-H Certificates

	 

	1.1695%(1)

	 

	$12,374,000

	(2)


	Class
X-J Certificates

	 

	1.1695%(1)

	 

	$32,480,575

	(2)


	Class
A-S Certificates

	 

	3.4460%

	 

	$153,122,000

	 


	Class
B Certificates

	 

	3.6470%

	 

	$49,494,000

	 


	Class
C Certificates

	 

	4.1695%

	 

	$46,400,000

	 


	Class
D Certificates

	 

	3.0000%

	 

	$27,840,000

	 


	Class
E Certificates

	 

	3.0000%

	 

	$23,201,000

	 


	Class
F Certificates

	 

	3.0000%

	 

	$13,920,000

	 


	Class
G Certificates

	 

	3.0000%

	 

	$12,373,000

	 


	Class
H Certificates

	 

	3.0000%

	 

	$12,374,000

	 


	Class
J Certificates

	 

	3.0000%

	 

	$32,480,575

	 


	Class
R Certificates

	 

	None

	 

	N/A

	(3)


	Class
V Certificates

	 

	None

	 

	N/A

	(3)


	RR
Interest

	 

	None(4)

	 

	$65,123,504

	 



 
 


 
	(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, Class X-D, Class X-FG, Class X-H and Class X-J Certificates will have a Certificate Balance; rather,
such Classes will accrue interest as provided herein on the Class X-A Notional Amount, the Class X-B Notional Amount, the Class
X-D Notional Amount, the Class X-FG Notional Amount, the Class X-H Notional Amount or the Class X-J Notional Amount, as applicable.



 
	(3)

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



 
	(4)

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



 
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 $1,302,470,080.
 

    -3-


     


    WHOLE
                                         LOANS
 
	Loan
No.

	Whole
Loan

	Type

	Non-Serviced
PSA

	Mortgage
Loan

	Pari
Passu Companion Loan(s)

	Subordinate
Companion Loan(s)


	1

	Grand
Canal Shoppes

	Non-Serviced

	MSC
2019-H7

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

	Note
A-1-1
Note A-1-3
Note
A-1-4
Note A-1-5
Note A-1-6
Note
A-1-7
Note A-1-8
Note A-2-2
Note
A-2-3
Note A-2-4
Note A-2-5
Note
A-3-1
Note A-3-2
Note A-3-3
Note
A-3-4
Note A-3-5
Note A-4-1
Note
A-4-2
Note A-4-3
Note A-4-4
Note
A-4-5

	Note
B


	2

	Waterford
Lakes Town Center

	Non-Serviced

	GSMS
2019-GC39

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

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

	N/A


	3

	350
Bush Street

	Non-Serviced

	BANK
2019-BNK18

	Note
A-2
Note A-3

	Note
A-1

	N/A


	4

	30
Hudson Yards

	Non-Serviced

	Hudson
Yards 2019-30HY

	Note
A-3-C-1
Note A-3-C-2
Note
A-3-C-3
Note A-3-C-4
Note A-3-C-5

	Note
A-1-S1
Note A-2-S2
Note
A-2-S3
Note A-3-S1
Note A-1-S2
Note
A-1-S3
Note A-2-S1
Note A-3-S2
Note
A-3-S3
Note A-1-C1
Note A-1-C2
Note
A-1-C3
Note A-1-C4
Note A-1-C5
Note
A-1-C6
Note A-1-C7
Note A-1-C8
Note
A-1-C9
Note A-1-C10
Note A-2-C-1
Note
A-2-C-2
Note A-2-C-3
Note A-2-C-4
Note
A-2-C-5

	Note
B-1
Note B-2
Note
B-3




	6

	Nova
Place

	Non-Serviced

	WFCM
2019-C51

	Note
A-2
Note A-3

	Note
A-1

	N/A


	9

	Moffett
Towers - Buildings 3 & 4

	Non-Serviced

	MFTII
2019-B3B4

	Note
A-1-C

 

	Note
A-1-A
Note A-1-B
Note
A-1-D

	Note
B-1
Note B-2
Note
B-3




    -4-


     


    	 

	 

	 

	 

	 

	Note
A-1-E
Note A-2-A
Note
A-2-B
Note A-2-C
Note A-3-A
Note
A-3-B
Note A-3-C

	 


	10

	The
Alhambra

	Non-Serviced

	BANK
2019-BNK18

	Note
A-2
Note A-3

	Note
A-1

	N/A


	13

	Ford
Factory

	Non-Serviced

	BANK
2019-BNK18

	Note
A-2

	Note
A-1

	N/A


	14

	450-460
Park Avenue South

	Non-Serviced

	WFCM
2019-C51

	Note
A-2

	Note
A-1

	N/A


	20

	Eleven
Seventeen Perimeter

	Non-Serviced

	(1)

	Note
A-1

	Note
A-2
Note A-3
Note
A-4

	N/A


	22

	Polo
Towne Crossing SC

	Servicing
Shift

	(2)

	Note
A-1

	Note
A-2
Note A-3

	N/A



 
 


 
	(1)

	Prior
to the securitization of the Eleven Seventeen Perimeter Note A-3, the subject Whole Loan will be serviced under that certain pooling
and servicing agreement, dated and effective as of July 1, 2019, among Morgan Stanley Capital I Inc., as depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo
Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor
and as asset representations reviewer, as from time to time amended, supplemented or modified, relating to the issuance of the
Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7. On and after the securitization
of the Eleven Seventeen Perimeter Note A-3, the subject Whole Loan will be serviced under the pooling and servicing agreement
governing such securitization.



 
	(2)

	The
subject Whole Loan will be serviced under this Agreement until the Servicing Shift Date for the related Servicing Shift Control
Note, after which the subject Whole Loan will be serviced pursuant to the Non-Serviced PSA governing the securitization of such
Servicing Shift Control Note.



 
Each
                                         of the Whole Loans listed above consists of the corresponding Mortgage Loan and Companion
                                         Loan(s) listed next to such Whole Loan. With respect to any Whole Loan, each of the Mortgage
                                         Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the
                                         extent provided in the related Intercreditor Agreement, and any AB Subordinate Companion
                                         Loan(s) or Subordinate Companion Loan(s) is generally subordinate to the related Mortgage
                                         Loan and any Pari Passu Companion Loan(s) to the extent provided in the related Intercreditor
                                         Agreement. Each Serviced Whole Loan will be serviced and administered in accordance with
                                         this Agreement and the related Intercreditor Agreement. Each Non-Serviced Whole Loan
                                         will be serviced and administered in accordance with the related Non-Serviced PSA and
                                         the related Intercreditor Agreement. 
 
The
                                         Companion Loans are not part of the Trust Fund, but are each secured by the applicable
                                         Mortgage that secures the related Mortgage Loan that is part of the Trust Fund. Amounts
                                         attributable to any Companion Loan will not be part of the Trust Fund, and (except to
                                         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: 

    -5-


     


    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.
 
“30
                                         Hudson Yards Intercreditor Agreement”: The Co-Lender Agreement, dated as of
                                         July 6, 2019, by and between the holders of the respective promissory notes evidencing
                                         the 30 Hudson Yards Whole Loan, setting forth the relative rights of such holders, as
                                         the same may be amended in accordance with the terms thereof.
 
“350
                                         Bush Street Intercreditor Agreement”: The Agreement Between Note Holders, dated
                                         as of May 31, 2019, by and between the holders of the respective promissory notes evidencing
                                         the 350 Bush Street Whole Loan, setting forth the relative rights of such holders, as
                                         the same may be amended in accordance with the terms thereof.
 
“450-460
                                         Park Avenue South Intercreditor Agreement”: The Agreement Between Note Holders,
                                         dated as of July 11, 2019, by and between the holders of the respective promissory notes
                                         evidencing the 450-460 Park Avenue South Whole Loan, setting forth the relative rights
                                         of such holders, as the same may be amended in accordance with the terms thereof.
 
“AB
                                         Control Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control
                                         Appraisal Period” or equivalent term under the related AB Intercreditor Agreement.
                                         For the avoidance of doubt, there is no Serviced AB Whole Loan related to the Trust.
 
“AB
                                         Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder
                                         of an AB Subordinate Companion Loan and the holder of the related Mortgage Loan, relating
                                         to the relative rights of such holders of the related AB Whole Loan, as the same may
                                         be further amended in accordance with the terms thereof.
 

    -6-


     


    “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. 
 
“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 one or more related
                                         AB Subordinate Companion Loans and, in some cases, one or more related Pari Passu Companion
                                         Loans. 
 
“AB
                                         Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the
                                         “Controlling Holder”, “Controlling Noteholder” or similarly defined
                                         party identified in the related AB Intercreditor Agreement. For the avoidance of doubt,
                                         there is no AB Whole Loan Controlling Holder.
 
“Accelerated
                                         Mezzanine Loan Lender”: A mezzanine lender under a mezzanine loan that has been
                                         accelerated or as to which foreclosure or enforcement proceedings have been commenced
                                         against the equity collateral pledged to secure such mezzanine loan.
 
“Acceptable
                                         Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced
                                         Mortgage Loan) or Serviced Whole Loan, a default under the related Mortgage Loan documents
                                         arising by reason of (i) any failure on the part of the related Mortgagor to maintain
                                         with respect to the related Mortgaged Property specific insurance coverage with respect
                                         to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist
                                         or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain
                                         with respect to the related Mortgaged Property insurance coverage with respect to damages
                                         or casualties caused by terrorist or similar acts upon terms not materially less favorable
                                         than those in place as of the Closing Date, in each case as to which default the applicable
                                         Master Servicer and the applicable Special Servicer may forbear taking any enforcement
                                         action, provided that the applicable Master Servicer (with respect to a Non-Specially
                                         Serviced Loan) or the applicable Special Servicer (with respect to a Specially Serviced
                                         Loan) has determined (i) 
 

    -7-


     


    prior
                                         to the occurrence and continuance of a Control Termination Event, with the consent of
                                         the Directing Certificateholder, (ii) after a Control Termination Event has occurred
                                         and is continuing, but prior to the occurrence and continuance of a Consultation Termination
                                         Event, after non-binding consultation with the Directing Certificateholder and (iii)
                                         with respect to any Specially Serviced Loan, after non-binding consultation with the
                                         Risk Retention Consultation Party (in each case, other than with respect to any Mortgage
                                         Loan that is an Excluded Loan as to such party) (or, in each case, with respect to a
                                         Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the
                                         consent of the related Serviced AB Whole Loan Controlling Holder to the extent required
                                         under the related Intercreditor Agreement), in its reasonable judgment, based on inquiry
                                         consistent with the Servicing Standard, that either (a) such insurance is not available
                                         at commercially reasonable rates and that such hazards are not at the time commonly insured
                                         against for properties similar to the related Mortgaged Property and located in or around
                                         the region in which such related Mortgaged Property is located, or (b) such insurance
                                         is not available at any rate; provided, however, that the Directing Certificateholder
                                         (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling
                                         Holder prior to any AB Control Appraisal Period to the extent required under the related
                                         Intercreditor Agreement) and the Risk Retention Consultation Party will not have more
                                         than thirty (30) days to respond to the applicable Master Servicer’s or the applicable
                                         Special Servicer’s, as applicable, request for such consent; provided,
                                         further, that upon the applicable Master Servicer’s or the applicable Special
                                         Servicer’s, as applicable, determination consistent with the Servicing Standard,
                                         that exigent circumstances do not allow the applicable Master Servicer or the applicable
                                         Special Servicer, as applicable, to consult with the Directing Certificateholder, the
                                         Risk Retention Consultation Party or any applicable Serviced AB Whole Loan Controlling
                                         Holder, as applicable, such Master Servicer or such Special Servicer, as applicable,
                                         is not required to do so. The applicable Master Servicer (at its own expense) and the
                                         applicable Special Servicer (at the expense of the Trust Fund) shall be entitled to rely
                                         on insurance consultants in making the determinations described above.
 
“Act”:
                                         The Securities Act of 1933, as it may be amended from time to time.
 
“Actual/360
                                         Basis”: Interest accrual on the basis of the actual number of days in a month
                                         assuming a 360-day year.
 
“Actual/360
                                         Mortgage Loans”: The Mortgage Loans that accrue interest on an Actual/360 Basis.
 
“Additional
                                         Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor
                                         to a party other than the lender under such Mortgage Loan that is secured by the related
                                         Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto, as
                                         increased or decreased from time to time pursuant to the terms of the related subordinate
                                         or pari passu loan documents (including any Intercreditor Agreement or subordination
                                         agreement).
 
“Additional
                                         Disclosure Notification”: The form of notification to be included with any Additional
                                         Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information
                                         which is attached hereto as Exhibit EE.
 

    -8-


     


    “Additional
                                         Exclusions”: Exclusions in addition to those customarily found in the insurance
                                         policies for mortgaged properties similar to the Mortgaged Properties on or prior to
                                         September 11, 2001.
 
“Additional
                                         Form 10-D Disclosure”: As defined in Section 11.04(a).
 
“Additional
                                         Form 10-K Disclosure”: As defined in Section 11.05(a).
 
“Additional
                                         Servicer”: Each Affiliate of any Master Servicer, any Special Servicer or any
                                         Mortgage Loan Seller that services any of the Mortgage Loans and each Person who is not
                                         an Affiliate of any Master Servicer, other than any Special Servicer, who services 10%
                                         or more of the Mortgage Loans by unpaid principal balance as of any date of determination
                                         pursuant to Article XI.
 
“Administrative
                                         Cost Rate”: As of any date of determination and with respect to each Mortgage
                                         Loan, a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator
                                         Fee Rate (which fee rate accounts for the Trustee Fee), the Operating Advisor Fee Rate,
                                         the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
                                         Property Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan,
                                         the related Non-Serviced Primary Servicing Fee Rate.
 
“Advance”:
                                         Any P&I Advance or Servicing Advance.
 
“Adverse
                                         REMIC Event”: As defined in Section 10.01(f).
 
“Affected
                                         Party”: As defined in Section 7.01(b).
 
“Affected
                                         Reporting Party”: As defined in Section 11.12.
 
“Affiliate”:
                                         With respect to any specified Person, any other Person controlling or controlled by or
                                         under common control with such specified Person. For the purposes of this definition,
                                         “control” when used with respect to any specified Person means the power to
                                         direct the management and policies of such Person, directly or indirectly, whether through
                                         the ownership of voting securities, by contract or otherwise and the terms “controlling”
                                         and “controlled” have meanings correlative to the foregoing.
 
“Affirmative
                                         Asset Review Vote”: As defined in Section 12.01(a).
 
“Aggregate
                                         Available Funds”: With respect to any Distribution Date, an amount equal to
                                         the sum of (without duplication):
 
(a)          the
                                         aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced
                                         Mortgage Loan, only to the extent received by the Trust pursuant to the related Non-Serviced
                                         PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion of
                                         Loss of Value Payments deposited into the Collection Accounts pursuant to Section
                                         3.05(g) of this Agreement) and any REO Property (including Compensating Interest
                                         Payments with respect to the Mortgage Loans required to be deposited by the Master Servicers
                                         pursuant to Section 3.17(a)) on deposit
 

    -9-


     


    in
                                         the Collection Accounts (in each case, exclusive of any amount on deposit in or credited
                                         to any portion of a Collection Account that is held for the benefit of the Serviced Companion
                                         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 Accounts pursuant
                                         to clauses (ii) through (xx), inclusive, and (xxiii) of Section
                                         3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier
                                         REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive,
                                         of Section 3.05(b); and (C) any Net Investment Earnings contained therein;
 
(iv)        with
                                         respect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each
                                         February or (2) any January in a year that is not a leap year (in each case, unless the
                                         related Distribution Date is the final Distribution Date), an amount equal to one (1)
                                         day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date
                                         in the month preceding the month in which such Distribution Date occurs at the related
                                         Mortgage Rate to the extent such amounts are Withheld Amounts;
 
(v) 
                                                all Excess Interest allocable to the Mortgage Loans (which
                                         is separately distributed to the Excess Interest Certificates and the RR Interest, as
                                         described in Section 4.01(j));
 
(vi)        all
                                         Prepayment Premiums and Yield Maintenance Charges allocable to the Mortgage Loans;
 
(vii)       all
                                         amounts deposited in a Collection Account in error; and
 
(viii)      any
                                         Penalty Charges allocable to the Mortgage Loans;
 
(b)          if
                                         and to the extent not already included in clause (a), the aggregate amount transferred
                                         from the REO Accounts allocable to the Mortgage Loans to the applicable Collection Account
                                         for such Distribution Date pursuant to Section 3.14(c) if received by the applicable
                                         Master Servicer on or prior to the related Determination Date;
 

    -10-


     


    (c)          the
                                         aggregate amount of any Compensating Interest Payments made by the Master Servicers in
                                         respect of the Mortgage Loans with respect to such Distribution Date and P&I Advances
                                         made by the Master Servicers or the Trustee, as applicable, with respect to the Mortgage
                                         Loans and the Distribution Date (net of the related Certificate Administrator Fee, Operating
                                         Advisor Fee, Asset Representations Reviewer Fee, and CREFC® Intellectual
                                         Property Royalty License Fee with respect to the Mortgage Loans for which such P&I
                                         Advances are made) pursuant to Section 4.03 or Section 7.05; and
 
(d)          with
                                         respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each
                                         March (or February, if the related Distribution Date is the final Distribution Date),
                                         the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to
                                         Section 3.21(b).
 
Notwithstanding
                                         the investment of funds held in the Collection Accounts pursuant to Section 3.06,
                                         for purposes of calculating the Aggregate Available Funds, the amounts so invested shall
                                         be deemed to remain on deposit in such accounts. 
 
“Aggregate
                                         Excess Prepayment Interest Shortfall”: The aggregate of any Prepayment Interest
                                         Shortfalls resulting from any Principal Prepayments made on the Mortgage Loans to be
                                         included in the Aggregate Available Funds for any Distribution Date that are not covered
                                         by the Master Servicers’ Compensating Interest Payment for the related Distribution
                                         Date and the portion of the compensating interest payments allocable to any Non-Serviced
                                         Mortgage Loan to the extent received from the related Non-Serviced Master Servicer.
 
“Aggregate
                                         Gain-on-Sale Entitlement Amount”: With respect to each Distribution Date, an
                                         amount equal to the aggregate amount of (i) the sum of (a)(x) the aggregate portion of
                                         the Interest Distribution Amount for each Class of Regular Certificates (other than the
                                         RR Interest) that would remain unpaid as of the close of business on such Distribution
                                         Date, divided by (y) the Non-Retained Percentage, and (b)(x) the amount by which the
                                         Principal Distribution Amount exceeds the aggregate amount that would actually be distributed
                                         on the related Distribution Date in respect of such Principal Distribution Amount, divided
                                         by (y) the Non-Retained Percentage, and (ii) any Realized Losses and Retained Certificate
                                         Realized Losses outstanding immediately after such Distribution Date, in each case, to
                                         the extent such amounts would occur on such Distribution Date or would be outstanding
                                         immediately after such Distribution Date, as applicable, without the inclusion of the
                                         Gain-on-Sale Remittance Amount as part of the definition of Available Funds and the Retained
                                         Certificate Gain-on-Sale Remittance Amount as part of the definition of Retained Certificate
                                         Available Funds. 
 
“Aggregate
                                         Principal Distribution Amount”: With respect to any Distribution Date and the
                                         Principal Balance Certificates, an amount equal to the sum of the following amounts:
                                         (a) the Scheduled Principal Distribution Amount for such Distribution Date and (b) the
                                         Unscheduled Principal Distribution Amount for such Distribution Date; provided
                                         that the Aggregate Principal Distribution Amount for any Distribution Date shall be reduced,
                                         to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances
                                         (including any servicing advance with respect to the Non-Serviced Mortgage Loan under
                                         the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans),
                                         with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid
                                         or reimbursed from
 

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    principal
                                         collections on the Mortgage Loans in a period during which such principal collections
                                         would have otherwise been included in the Aggregate Principal Distribution Amount for
                                         such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed
                                         from principal collections on the Mortgage Loans in a period during which such principal
                                         collections would have otherwise been included in the Aggregate Principal Distribution
                                         Amount for such Distribution Date (provided, further, that, in the case
                                         of clauses (A) and (B) above, if any of the amounts that were reimbursed
                                         from principal collections on the Mortgage Loans (including REO Loans) are subsequently
                                         recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the
                                         Aggregate Principal Distribution Amount for the Distribution Date related to the period
                                         in which such recovery occurs).
 
“Agreement”:
                                         This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
 
“Allocated
                                         Appraisal Reduction Amount”: With respect to any Appraisal Reduction Amount,
                                         an amount equal to the Non-Retained Percentage of such Appraisal Reduction Amount.
 
“Allocated
                                         Collateral Deficiency Amount”: With respect to any Collateral Deficiency Amount,
                                         the Non-Retained Percentage of such Collateral Deficiency Amount.
 
“Allocated
                                         Cumulative Appraisal Reduction Amount”: With respect to any Cumulative Appraisal
                                         Reduction Amount, the Non-Retained Percentage of such Cumulative Appraisal Reduction
                                         Amount.
 
“Anticipated
                                         Repayment Date”: With respect to any ARD Loan, the date upon which such ARD
                                         Loan commences accruing interest at the Revised Rate.
 
“Applicable
                                         Laws”: As defined in Section 8.15.
 
“Applicable
                                         Fitch Permitted Investment Rating”: (A) in the case of such investments with
                                         maturities of thirty (30) days or less, the short-term debt obligations of which are
                                         rated at least “F1” by Fitch or the long-term debt obligations of which are
                                         rated at least “A” by Fitch, and (B) in the case of such investments with maturities
                                         of more than thirty (30) days, the short-term obligations of which are rated at least
                                         “F1+” by Fitch or the long-term obligations of which are rated at least “AA-”
                                         by Fitch.
 
“Applicable
                                         KBRA Permitted Investment Rating”: (A) in the case of such investments with
                                         maturities of 90 days or less, the short-term debt obligations of which are rated of
                                         at least “K3” or the long-term obligations of which are rated at least “BBB-”
                                         and (B) in the case of such investments with maturities greater than 90 days but not
                                         more than one year, the short-term debt obligations of which are rated of at least “K1”
                                         or the long-term obligations of which are rated at least “A-” (in each case,
                                         if then rated by KBRA).
 
“Applicable
                                         S&P Permitted Investment Rating“ (A) in the case of such investments with
                                         maturities of sixty (60) days or less, the short term obligations of which are rated
                                         at least “A-1” by S&P, and (B) in the case of such investments with maturities
                                         of more than 
 

    -12-


     


    sixty
                                         (60) days, the short term obligations of which are rated “A-1+” by S&P
                                         (or at least “A-1” by S&P, if the long term obligations of which are rated
                                         at least “AA-” by S&P).
 
“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 applicable
                                         Master Servicer or applicable Special Servicer shall be performed by an Independent MAI-designated
                                         appraiser.
 
“Appraisal
                                         Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other
                                         than a Non-Serviced Mortgage Loan), Serviced Companion Loan, or any Serviced Whole Loan
                                         as to which any Appraisal Reduction Event has occurred, will be an amount, calculated
                                         by the applicable Special Servicer (and, prior to the occurrence and continuance of a
                                         Consultation Termination Event, in consultation with the Directing Certificateholder
                                         (except in the case of an Excluded Loan with respect to the Directing Certificateholder
                                         or the Holder of the majority of the Controlling Class), and, after the occurrence and
                                         during the continuance of a Control Termination Event, in consultation with the Directing
                                         Certificateholder (except with respect to an Excluded Loan) and the Operating Advisor
                                         and, after the occurrence and during the continuance of a Consultation Termination Event,
                                         in consultation with the Operating Advisor), as of the first Determination Date that
                                         is at least ten (10) Business Days following the date on which the applicable Special
                                         Servicer receives an Appraisal (together with information requested by the applicable
                                         Special Servicer from the applicable Master Servicer in accordance with this Agreement
                                         that is in the possession of the applicable Master Servicer and reasonably necessary
                                         to calculate the Appraisal Reduction Amount) or conducts a valuation as described below,
                                         equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the
                                         Stated Principal Balance of the applicable Serviced Whole Loan over (b) the excess of
                                         (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined
                                         (1) by one or more Appraisals obtained by the applicable Special Servicer with respect
                                         to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with
                                         such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal
                                         balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the
                                         applicable Master Servicer as an Advance) or (2) by an internal valuation performed by
                                         the applicable Special Servicer (or at the applicable Special Servicer’s election,
                                         by one or more MAI appraisals obtained by the applicable Special Servicer) with respect
                                         to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with
                                         such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal
                                         balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments
                                         as the applicable Special Servicer may make (without implying any
 

    -13-


     


    obligation
                                         to do so) based upon its review of the Appraisals and any other information it deems
                                         relevant; provided that, in the case of a Mortgage Loan secured by a Mortgaged
                                         Property that is operated as a residential cooperative, such Appraised Value shall be
                                         determined (i) except as provided in clause (ii) below, in the case of each Mortgaged
                                         Property, assuming such Mortgaged Property is operated as a residential cooperative with
                                         such value, in general, to equal the sum of (x) the gross share value of all cooperative
                                         units in such residential cooperative property (generally applying a discount for sponsor
                                         or investor held units that are rent regulated, rent stabilized or rent controlled units,
                                         and in certain instances, for market rate units as and if deemed appropriate by the appraiser),
                                         based in part on various comparable sales of cooperative apartment units in the market,
                                         plus (y) the amount of the underlying debt encumbering such residential cooperative property
                                         and (ii) if the applicable Special Servicer determines, in accordance with the Servicing
                                         Standard, that there is no reasonable expectation that the related Mortgaged Property
                                         will be operated as a residential cooperative following any work-out or liquidation of
                                         the related Mortgage Loan, assuming such Mortgaged Property is operated as a multifamily
                                         rental property; and (B) all escrows, letters of credit and reserves in respect of such
                                         Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over
                                         (ii) the sum of, as of the Due Date occurring in the month of the date of determination,
                                         (A) to the extent not previously advanced by the applicable Master Servicer or the Trustee,
                                         all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may
                                         be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced
                                         AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion
                                         Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing
                                         Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed
                                         from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest
                                         thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole
                                         Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments,
                                         insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
                                         due and unpaid (including any capitalized interest whether or not then due and payable)
                                         with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which
                                         taxes, premiums, ground rents and other amounts have not been the subject of an Advance
                                         by the applicable Master Servicer, the applicable Special Servicer or the Trustee, as
                                         applicable); provided, however, that without limiting the applicable Special
                                         Servicer’s obligation to order and obtain such Appraisal or perform such valuation,
                                         if the applicable Special Servicer has not obtained an Appraisal or performed such valuation,
                                         as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event
                                         (or with respect to the Appraisal Reduction Events set forth in clauses (i) and
                                         (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120)
                                         days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120)
                                         days, as applicable (in case of clause (vi)) after the initial delinquency for
                                         the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed
                                         to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage
                                         Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation
                                         referred to above is received (together with information reasonably requested by the
                                         applicable Special Servicer from the applicable Master Servicer in accordance with Section
                                         4.05 of this Agreement that is in the possession of such Master Servicer and reasonably
                                         necessary to calculate the Appraisal Reduction Amount) or performed by the applicable
                                         Special Servicer and the Appraisal Reduction Amount is calculated by the applicable Special
                                         Servicer as of the first Determination Date that is at least ten (10) Business Days after
                                         the later of (a) the applicable Special Servicer’s 
 

    -14-


     


    receipt
                                         of such Appraisal or the completion of the valuation and receipt of information from
                                         the applicable Master Servicer that is in the applicable Master Servicer’s possession
                                         and reasonably necessary to calculate the Appraisal Reduction Amount and (b) the occurrence
                                         of such Appraisal Reduction Event. Within sixty (60) days after the Appraisal Reduction
                                         Event, the applicable Special Servicer shall order and use reasonable efforts to receive
                                         an Appraisal (the cost of which shall be paid by the applicable Master Servicer as a
                                         Servicing Advance); provided, further, however, that with respect
                                         to an Appraisal Reduction Event as set forth in clause (i) of the definition of
                                         Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable
                                         efforts to receive such Appraisal within the one hundred twenty (120) day period set
                                         forth in such clause (i), and with respect to an Appraisal Reduction Event as
                                         set forth in clause (vi) of the definition of Appraisal Reduction Event, the applicable
                                         Special Servicer shall order and use reasonable efforts to receive such Appraisal within
                                         the ninety (90) day period or one hundred twenty (120) day period, as applicable, set
                                         forth in such clause (vi); provided, further, however, that
                                         in no event shall the applicable Special Servicer be required to order any such Appraisal
                                         prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120)
                                         day period, as applicable, and in each case, the related Appraisal shall be promptly
                                         delivered in electronic format by the applicable Special Servicer to the applicable Master
                                         Servicer and the Directing Certificateholder (but in the case of the Directing Certificateholder,
                                         only prior to the occurrence and continuance of a Consultation Termination Event and
                                         other than with respect to any Excluded Loan with respect to the Directing Certificateholder),
                                         the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction
                                         Amount, the applicable Master Servicer shall provide the applicable Special Servicer
                                         with the information as set forth in Section 4.05(a) within four (4) Business
                                         Days of its receipt of any such request. No Master Servicer shall calculate Appraisal
                                         Reduction Amounts.
 
With
                                         respect to any Appraisal Reduction Amount calculated for purposes of determining the
                                         existence and identity of the Controlling Class pursuant to Section 4.05(a), the
                                         Appraised Value for the related Mortgaged Property determined in connection with clause
                                         (b)(i)(A)(1) or clause (b)(i)(A)(2) of the first paragraph of this definition
                                         shall be determined on an “as-is” basis.
 
Notwithstanding
                                         anything herein to the contrary, the aggregate Appraisal Reduction Amount related to
                                         a Mortgage Loan or the related REO Property will be reduced to zero as of the date on
                                         which Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from
                                         the Trust or as otherwise set forth in Section 4.05(d).
 
Any
                                         Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan and allocable to the
                                         related Non-Serviced Mortgage Loan shall be calculated by the applicable party under,
                                         and in accordance with and pursuant to the terms of, the applicable Non-Serviced PSA
                                         and shall constitute an “Appraisal Reduction Amount” under the terms of this
                                         Agreement with respect to such Non-Serviced Mortgage Loan and the applicable Master Servicer,
                                         the applicable Special Servicer and the Certificate Administrator are entitled to conclusively
                                         rely on such calculation.
 
“Appraisal
                                         Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced
                                         Mortgage Loan), Serviced Companion Loan, and Serviced Whole Loan, the earliest of (i)
                                         one hundred twenty (120) days after an uncured delinquency (without regard to the
 

    -15-


     


    application
                                         of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment,
                                         occurs in respect of such Mortgage Loan or Serviced Companion Loan or Serviced Whole
                                         Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments
                                         on such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable,
                                         or a change in any other material economic term of such Mortgage Loan or Serviced Companion
                                         Loan or Serviced Whole Loan, as applicable (other than an extension of the Maturity Date),
                                         becomes effective as a result of a modification of such Mortgage Loan or Serviced Companion
                                         Loan or Serviced Whole Loan, as applicable, by the applicable Special Servicer, (iii)
                                         thirty (30) days after the date on which a receiver has been appointed for the Mortgaged
                                         Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at
                                         a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise
                                         dismissed within such time), (v) sixty (60) days after the date on which an involuntary
                                         petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such
                                         time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon
                                         Payment with respect to such Mortgage Loan or Serviced Companion Loan or Serviced Whole
                                         Loan, as applicable, except where a refinancing or sale is anticipated within one hundred
                                         twenty (120) days after the Maturity Date of the Mortgage Loan or Serviced Companion
                                         Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days
                                         after such uncured delinquency, and (vii) immediately after such Mortgage Loan or Serviced
                                         Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan; provided
                                         that the thirty (30) day period referenced in clause (iii) and clause (iv)
                                         shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided,
                                         further, however, that an Appraisal Reduction Event shall not occur at
                                         any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates
                                         have been reduced to zero. The applicable Special Servicer shall notify the applicable
                                         Master Servicer, the Directing Certificateholder, the Operating Advisor, the Other Servicer
                                         and the Other Trustee, if applicable, or the applicable Master Servicer shall notify
                                         the applicable Special Servicer, the Operating Advisor, the Other Servicer and the Other
                                         Trustee as applicable, promptly upon such Person having notice or knowledge of the occurrence
                                         of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence
                                         of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05.
 
“Appraisal
                                         Review Period”: As defined in Section 1.01(a)(ii).
 
“Appraised-Out
                                         Class”: As defined in Section 4.05(b)(i).
 
“Appraised
                                         Value”: (i) With respect to any Mortgaged Property (other than a Non-Serviced
                                         Mortgaged Property and a Mortgaged Property operated as a residential cooperative), the
                                         appraised value thereof as determined by the most recent Appraisal of the Mortgaged Property
                                         securing the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as
                                         applicable, (ii) with respect to each Mortgaged Property operated as a residential cooperative,
                                         the Appraised Value thereof based upon the most recent Appraisal obtained or conducted,
                                         as appropriate, pursuant to this Agreement and determined as if such property were operated
                                         as a residential cooperative (such “Appraised Value” generally equals the sum
                                         of (x) the gross share value of all cooperative units in such residential cooperative
                                         property (generally applying a discount for sponsor or investor held units that are rent-regulated,
                                         rent-stabilized or rent-controlled units, and in certain instances, for market rate units
                                         as and if deemed appropriate by the appraiser), based in part on various comparable sales
                                         of cooperative apartment units in the
 

    -16-


     


    market,
                                         plus (y) the amount of the underlying debt encumbering such residential cooperative property)
                                         and (iii) with respect to a Non-Serviced Mortgaged Property, the appraised value allocable
                                         thereto, as determined pursuant to the applicable Non-Serviced PSA.
 
“Arbitration
                                         Rules”: As defined in Section 2.03(n)(i).
 
“Arbitration
                                         Services Provider”: As defined in Section 2.03(n)(i).
 
“ARD
                                         Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as
                                         having an Anticipated Repayment Date and Revised Rate. 
 
“Asset
                                         Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited
                                         liability company, and its successors-in-interest.
 
“Asset
                                         Representations Reviewer Asset Review Fee”: As defined in Section 12.02(b).
 
“Asset
                                         Representations Reviewer Fee”: As defined in Section 12.02(a).
 
“Asset
                                         Representations Reviewer Fee Rate”: As defined in Section 12.02(a).
 
“Asset
                                         Representations Reviewer Termination Event”: As defined in Section 12.05(a).
 
“Asset
                                         Representations Reviewer Upfront Fee”: As defined in Section 12.02(a).
 
“Asset
                                         Review”: A review of the compliance of each Delinquent Loan with certain representations
                                         and warranties of the applicable Mortgage Loan Seller, in accordance with the Asset Review
                                         Standard and the procedures set forth on Exhibit QQ hereto.
 
“Asset
                                         Review Notice”: As defined in Section 12.01(a).
 
“Asset
                                         Review Quorum”: In connection with any solicitation of votes to authorize an
                                         Asset Review as described in Section 12.01(a), the Certificateholders (other than
                                         Holders of the RR Interest) evidencing at least 5% of the aggregate Voting Rights represented
                                         by all of the Certificates that have Voting Rights.
 
“Asset
                                         Review Report”: As defined in Section 12.01(b)(viii), a report setting
                                         forth the findings and conclusions of an Asset Review substantially in the form attached
                                         hereto as Exhibit OO.
 
“Asset
                                         Review Report Summary”: As defined in Section 12.01(b)(viii), a summary
                                         report setting forth the conclusions of an Asset Review Report substantially in the form
                                         attached hereto as Exhibit PP.
 
“Asset
                                         Review Standard”: The performance by the Asset Representations Reviewer of its
                                         duties under this Agreement in good faith subject to the express terms of this Agreement.
                                         All determinations or assumptions made by the Asset Representations Reviewer in
 

    -17-


     


    connection
                                         with an Asset Review shall be made in the Asset Representations Reviewer’s good
                                         faith discretion and judgment based on the facts and circumstances known to it at the
                                         time of such determination or assumption.
 
“Asset
                                         Review Trigger”: Any time when either (1) Mortgage Loans with an aggregate outstanding
                                         principal balance of 25.0% or more of the aggregate outstanding principal balance of
                                         all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO
                                         Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held
                                         by the Trust as of the end of the applicable Collection Period are Delinquent Loans or
                                         (2) (A) prior to and including the second (2nd) anniversary of the Closing Date, at least
                                         ten (10) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection
                                         Period and the outstanding principal balance of such Delinquent Loans in the aggregate
                                         constitutes at least 15% of the aggregate outstanding principal balance of all of the
                                         Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding
                                         to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as
                                         of the end of the applicable Collection Period, or (B) after the second (2nd) anniversary
                                         of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans as of
                                         the end of the applicable Collection Period and the outstanding principal balance of
                                         such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding
                                         principal balance of all of the Mortgage Loans (including any successor REO Loans (or
                                         a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case
                                         of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period.
 
“Asset
                                         Review Vote Election”: As defined in Section 12.01(a).
 
“Asset
                                         Status Report”: As defined in Section 3.19(d).
 
“Assignment”
                                         and “Assignments”: Each as defined in Section 2.01(c).
 
“Assignment
                                         of Leases”: With respect to any Mortgaged Property, any assignment of leases,
                                         rents and profits or similar instrument executed by the Mortgagor, assigning to the mortgagee
                                         all of the income, rents and profits derived from the ownership, operation, leasing or
                                         disposition of all or a portion of such Mortgaged Property, in the form which was duly
                                         executed, acknowledged and delivered, as amended, modified, renewed or extended through
                                         the date hereof and from time to time hereafter.
 
“Assignment
                                         of Mortgage”: With respect to any Mortgaged Property, an assignment of Mortgage
                                         without recourse, notice of transfer or equivalent instrument, in recordable form, which
                                         is sufficient under the laws of the jurisdiction in which the related Mortgaged Property
                                         is located to reflect of record the assignment of the Mortgage, which assignment, notice
                                         of transfer or equivalent instrument may be in the form of one or more blanket assignments
                                         covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction,
                                         if permitted by law and acceptable for recording.
 
“Assumed
                                         Scheduled Payment”: For any Collection Period and with respect to any Mortgage
                                         Loan (including any Non-Serviced Mortgage Loan) that is delinquent in respect of its
                                         Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I
 

    -18-


     


    Advances,
                                         the portion allocable to any related Companion Loan), an amount equal to the sum of (a)
                                         the principal portion of the Periodic Payment that would have been due on such Mortgage
                                         Loan or REO Loan on the related Due Date based on the constant payment required by the
                                         related Mortgage Note or the original amortization schedule of such Mortgage Loan (as
                                         calculated with interest at the related Mortgage Rate), if applicable, assuming such
                                         Balloon Payment has not become due, after giving effect to any reduction in the principal
                                         balance thereof occurring in connection with a modification of such Mortgage Loan in
                                         connection with a default or bankruptcy (or similar proceeding), and (b) interest on
                                         the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes
                                         of determining P&I Advances, the portion allocable to any related Companion Loan)
                                         at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and the related
                                         Non-Serviced Primary Servicing Fee Rate, if applicable).
 
“Authenticating
                                         Agent”: The Certificate Administrator or any agent of the Certificate Administrator
                                         appointed to act as Authenticating Agent pursuant to Section 5.02(a), in each
                                         case in its capacity as authenticating agent, or if any successor authenticating agent
                                         is appointed pursuant to Section 5.02(a), such successor authenticating agent.
 
“Available
                                         Funds”: With respect to any Distribution Date, an amount equal to the sum of
                                         (i) the Non-Retained Percentage of the Aggregate Available Funds for such Distribution
                                         Date and (ii) the Gain-on-Sale Remittance Amount.
 
“Balloon
                                         Mortgage Loan”: Any Mortgage Loan or Companion Loan that by its original terms
                                         or by virtue of any modification entered into as of the Closing Date provides for an
                                         amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity
                                         Date.
 
“Balloon
                                         Payment”: With respect to any Balloon Mortgage Loan, as of any date of determination,
                                         the Periodic Payment payable on the Maturity Date of such Balloon Mortgage Loan.
 
“BANK
                                         2019-BNK18 Pooling and Servicing Agreement”: The pooling and servicing agreement,
                                         dated as of May 1, 2019, among Banc of America Merrill Lynch Commercial Mortgage 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 as NCB special servicer, Situs Holdings, LLC, as Newport Corporate
                                         Center 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.
 
“Bankruptcy
                                         Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of
                                         the United States Code).
 
“Base
                                         Interest Fraction”: As defined in Section 4.01(c).
 
“Book-Entry
                                         Certificate”: Any Certificate registered in the name of the Depository or its
                                         nominee.
 

    -19-


     


    “Borrower
                                         Party”: A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated
                                         Mezzanine Loan Lender, or any Borrower Party Affiliate. For the avoidance of doubt, with
                                         respect to a Mortgage Loan secured by a Mortgaged Property that is operated as a residential
                                         cooperative, a person shall not be considered a “Borrower Party” solely by
                                         reason of such person holding one or more cooperative unit loans that are secured by
                                         direct equity interests in the related borrower or owning one or more residential cooperative
                                         units comprising the related Mortgaged Property as a result of any foreclosure, transfer
                                         in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s).
 
“Borrower
                                         Party Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged
                                         Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or
                                         controlled by or under common control with such borrower, Mortgagor, manager or Accelerated
                                         Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly,
                                         25% or more of the beneficial interests in such borrower, Mortgagor, manager or Accelerated
                                         Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control”
                                         when used with respect to any specified Person means the power to direct the management
                                         and policies of such Person, directly or indirectly, whether through the ownership of
                                         voting securities, by contract or otherwise and the terms “controlling” and
                                         “controlled” have meanings correlative to the foregoing.
 
“Breach”:
                                         With respect to any Mortgage Loan, a breach of any representation or warranty with respect
                                         to such Mortgage Loan set forth in Section 4(b) of the related Mortgage Loan Purchase
                                         Agreement.
 
“Business
                                         Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions
                                         in Minnesota, North Carolina, New York, California, Pennsylvania or the city and state
                                         in which the Corporate Trust Office of the Trustee or the Certificate Administrator,
                                         or the principal place of business or principal commercial mortgage loan servicing office
                                         of either Master Servicer or either 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
                                         2019-BNK19, as executed and delivered by the Certificate Registrar and authenticated
                                         and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the
                                         RR Interest shall be a Certificate.
 
“Certificate
                                         Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate
                                         administrator, or if any successor certificate administrator is appointed thereto pursuant
                                         to Section 5.08 or any successor certificate administrator appointed hereunder.
                                         Wells Fargo Bank, National Association shall perform the certificate administrator role
                                         through its Corporate Trust Services division.
 

    -20-


     


    “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 0.00560% per annum and the Stated Principal Balance
                                         of the related Mortgage Loan (calculated in the same manner as interest is calculated
                                         on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related
                                         to any Companion Loan) as of the preceding Distribution Date. The Certificate Administrator
                                         Fee includes the Trustee Fee.
 
“Certificate
                                         Administrator’s Website”: The Certificate Administrator’s Internet
                                         website, which shall initially be located at “www.ctslink.com”.
 
“Certificate
                                         Balance”: With respect to any Class of Principal Balance Certificates, (i) on
                                         or prior to the first Distribution Date, an amount equal to the Original Certificate
                                         Balance of such Class of Principal Balance Certificates as specified in the Preliminary
                                         Statement hereto and (ii) as of any date of determination after the first Distribution
                                         Date, the Certificate Balance of such Class of Principal Balance Certificates on the
                                         Distribution Date immediately prior to such date of determination (determined as adjusted
                                         pursuant to Section 1.02(iii)).
 
“Certificate
                                         Factor”: With respect to any Class of Certificates (other than the Class R and
                                         Class V Certificates), as of any date of determination, a fraction, expressed as a decimal
                                         carried to at least eight (8) places, the numerator of which is the then-related Certificate
                                         Balance or Notional Amount, and the denominator of which is the related Original Certificate
                                         Balance.
 
“Certificate
                                         Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial
                                         owner of such Certificate as reflected on the books of the Depository or on the books
                                         of a Depository Participant or on the books of an indirect participating brokerage firm
                                         for which a Depository Participant acts as agent.
 
“Certificate
                                         Register” and “Certificate Registrar”: The register maintained
                                         and registrar appointed pursuant to Section 5.03(a).
 
“Certificateholder”
                                         or “Holder”: The Person in whose name a Certificate is registered in
                                         the Certificate Register or any beneficial owner thereof; provided, however,
                                         that solely for the purposes of giving any consent, approval, waiver or taking any action
                                         pursuant to this Agreement, any Certificate registered in the name of or beneficially
                                         owned by either Master Servicer, either 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
 

    -21-


     


    Class
                                         Loan; and provided, further, that any Controlling Class Certificates owned
                                         by a Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as
                                         to such Special Servicer or such Affiliate solely with respect to any related Excluded
                                         Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken
                                         into account in determining whether the requisite percentage of Voting Rights necessary
                                         to effect any such consent, approval, waiver or take any such action has been obtained;
                                         provided, however, that the foregoing restrictions shall not apply in the
                                         case of either Master Servicer, either Special Servicer (including, for the avoidance
                                         of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
                                         the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless
                                         such consent, approval or waiver sought from such party would in any way increase its
                                         compensation or limit its obligations in the named capacities hereunder or waive a Servicer
                                         Termination Event or trigger an Asset Review (with respect to an Asset Review and any
                                         Mortgage Loan Seller, solely with respect to any related Mortgage Loan subject to the
                                         Asset Review); provided, further, that so long as there is no Servicer
                                         Termination Event with respect to a Master Servicer or a Special Servicer, as applicable,
                                         such Master Servicer and such Special Servicer or any such Affiliate thereof shall be
                                         entitled to exercise such Voting Rights with respect to any issue which could reasonably
                                         be believed to adversely affect such party’s compensation or increase its obligations
                                         or liabilities hereunder; and provided, further, that such restrictions
                                         shall not apply to (i) the exercise of either Special Servicer’s, either Master
                                         Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their
                                         Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor,
                                         either Master Servicer, either Special Servicer, the Trustee or the Certificate Administrator
                                         that has provided an Investor Certification in which it has certified as to the existence
                                         of certain policies and procedures restricting the flow of information between it and
                                         the Depositor, such Master Servicer, such Special Servicer, the Trustee or the Certificate
                                         Administrator, as applicable. The Trustee and the Certificate Administrator shall each
                                         be entitled to request and rely upon a certificate of any Master Servicer, any Special
                                         Servicer or the Depositor in determining whether a Certificate is registered in the name
                                         of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders”
                                         shall reflect the rights of Certificate Owners as they may indirectly exercise such rights
                                         through the Depository and the Depository Participants, except as otherwise specified
                                         herein; provided, however, that the parties hereto shall be required to
                                         recognize as a “Holder” or “Certificateholder” only the Person in
                                         whose name a Certificate is registered in the Certificate Register. The Trustee shall
                                         be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.
 
“Certificateholder
                                         Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate
                                         Voting Rights (taking into account the application of Realized Losses and, other than
                                         with respect to the termination of the Asset Representations Reviewer, the application
                                         of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
                                         Balance of the Certificates) of all Principal Balance Certificates (other than the RR
                                         Interest) on an aggregate basis.
 
“Certificateholder
                                         Repurchase Request”: As defined in Section 2.03(k)(i).
 
“Certification
                                         Parties”: As defined in Section 11.06.
 
“Certification
                                         Party”: Any one of the Certification Parties.
 

    -22-


     


    “Certifying
                                         Person”: As defined in Section 11.06.
 
“Certifying
                                         Servicer”: As defined in Section 11.09.
 
“Class”:
                                         With respect to any Certificates, Lower-Tier Regular Interests, all of the Certificates
                                         bearing the same alphabetical (and, if applicable, numerical) Class designation and each
                                         designated Lower-Tier Regular Interest. For the avoidance of doubt, the RR Interest shall
                                         be a Class.
 
“Class
                                         A Certificate”: Any Class A-1, Class A-SB, Class A-2, Class A-3 and Class A-S
                                         Certificate.
 
“Class
                                         A-1 Certificate”: A Certificate designated as “Class A-1” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 2.2630%.
 
“Class
                                         A-2 Certificate”: A Certificate designated as “Class A-2” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 2.9260%.
 
“Class
                                         A-3 Certificate”: A Certificate designated as “Class A-3” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.1830%.
 
“Class
                                         A-S Certificate”: A Certificate designated as “Class A-S” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.4460%.
 
“Class
                                         A-SB Certificate”: A Certificate designated as “Class A-SB” on the
                                         face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular
                                         interest” in the Upper-Tier REMIC.
 
“Class
                                         A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.0710%.
 

    -23-


     


    “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.
 
“Class
                                         B Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to the lesser of (i) 3.6470% 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.
 
“Class
                                         C Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.
 
“Class
                                         D Certificate”: A Certificate designated as “Class D” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         D Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.0000%.
 
“Class
                                         E Certificate”: A Certificate designated as “Class E” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         E Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.0000%.
 
“Class
                                         F Certificate”: A Certificate designated as “Class F” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         F Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.0000%.
 
“Class
                                         G Certificate”: A Certificate designated as “Class G” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         G Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.0000%.
 
“Class
                                         H Certificate”: A Certificate designated as “Class H” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         H Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.0000%.
 

    -24-


     


     

“Class
J Certificate”: A Certificate designated as “Class J” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC.
 
“Class
                                         J Pass-Through Rate”: With respect to any Distribution Date, a per annum
                                         rate equal to 3.0000%.
 
“Class
                                         LA1 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         LA2 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“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
                                         LAS Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         LASB Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         LB Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         LC Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         LD Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         LE Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original 
 

    -25-


     


    Lower-Tier
                           Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
“Class
                                         LF Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         LG Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         LH 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
                                         LJ 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.
 
“Class
                                         UR Interest”: The uncertificated residual interest in the Upper-Tier REMIC,
                                         represented by the Class R Certificates. 
 
“Class
                                         V Certificate”: Each of the Certificates executed and authenticated by the Certificate
                                         Administrator in substantially the form set forth in Exhibit A-3 and designated
                                         as a Class V Certificate, and evidencing undivided beneficial ownership of the Class
                                         V Specific Grantor Trust Assets.
 
“Class
                                         V Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of
                                         a portion of the Excess Interest equal to the products of (a) Non-Retained Percentage
                                         and (b) the aggregate amount of Excess Interest received on or prior to the related Determination
                                         Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof.
 
“Class
                                         X Certificates”: The Class X-A, Class X-B, Class X-D, Class X-FG, Class X-H
                                         and Class X-J Certificates, as the context may require.
 

    -26-


     


    “Class
                                         X-A Certificate”: A Certificate designated as “Class X-A” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         X-A Notional Amount”: As of any date of determination, the aggregate of the
                                         Certificate Balances of the Class A Certificates (other than the Class A-S Certificates).
 
“Class
                                         X-A Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for
                                         any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage
                                         Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through
                                         Rates on the Class A Certificates (other than the Class A-S Certificates) for such Distribution
                                         Date, weighted on the basis of their respective Certificate Balances immediately prior
                                         to the Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates
                                         for the initial Distribution Date shall be the rate set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         X-B Certificate”: A Certificate designated as “Class X-B” on the face
                                         thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest”
                                         in the Upper-Tier REMIC.
 
“Class
                                         X-B Notional Amount”: As of any date of determination, the aggregate of the
                                         Certificate Balances of the Class A-S, 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 of 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.
 
“Class
                                         X-D Notional Amount”: As of any date of determination, the aggregate of the
                                         Certificate Balances of the Class D and Class E 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 weighted average of the Pass-Through
                                         Rates of the Class D and Class E 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-D Certificates for
                                         the initial Distribution Date shall be the rate set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         X-FG Certificate”: A Certificate designated as “Class X-FG” 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.
 

    -27-


     


    “Class
                                         X-FG Notional Amount”: As of any date of determination, the aggregate of the
                                         Certificate Balances of the Class F and Class G Certificates.
 
“Class
                                         X-FG Pass-Through Rate”: The Pass-Through Rate for Class X-FG Certificates for
                                         any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage
                                         Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through
                                         Rates of the Class F and Class G 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-FG Certificates for
                                         the initial Distribution Date shall be the rate set forth in the Preliminary Statement
                                         hereto.
 
“Class
                                         X-H Certificate”: A Certificate designated as “Class X-H” 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-H Notional Amount”: As of any date of determination, the Certificate Balance
                                         of the Class H Certificates.
 
“Class
                                         X-H Pass-Through Rate”: The Pass-Through Rate for Class X-H 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 H
                                         Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class
                                         X-H Certificates for the initial Distribution Date shall be the rate set forth in the
                                         Preliminary Statement hereto.
 
“Class
                                         X-J Certificate”: A Certificate designated as “Class X-J” 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-J Notional Amount”: As of any date of determination, the Certificate Balance
                                         of the Class J Certificates.
 
“Class
                                         X-J Pass-Through Rate”: The Pass-Through Rate for Class X-J 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 J
                                         Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class
                                         X-J 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”: August 8, 2019.
 
“CMBS”:
                                         Commercial mortgage-backed securities.
 

    -28-


     


    “Code”:
                                         The Internal Revenue Code of 1986, as amended from time to time, and applicable final
                                         or temporary regulations of the U.S. Department of the Treasury issued pursuant thereto.
 
“Collateral
                                         Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination,
                                         shall be an amount, calculated by the applicable Special Servicer (other than with respect
                                         to any Non-Serviced Mortgage Loan) or the applicable Master Servicer (with respect to
                                         any Non-Serviced Mortgage Loan), equal to the excess of (i) the Stated Principal Balance
                                         of such AB Modified Loan (taking into account the related junior note(s) and any pari
                                         passu notes included therein), over (ii) the sum of (in the case of a Whole Loan,
                                         solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised
                                         Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to
                                         the extent not reflected or taken into account in such Appraised Value (or in the calculation
                                         of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise
                                         under the control of, the lender as of the date of such determination, any capital or
                                         additional collateral contributed by the related Mortgagor at the time the Mortgage Loan
                                         became (and as part of the modification related thereto) such AB Modified Loan for the
                                         benefit of the related Mortgaged Property or Mortgaged Properties (provided that
                                         in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause
                                         (y) will be taken into account solely to the extent relevant information is received
                                         by the applicable Master Servicer), plus (z) any other escrows or reserves (in addition
                                         to any amounts set forth in the immediately preceding clause (y) and solely to
                                         the extent not reflected or taken into account in the calculation of any related Appraisal
                                         Reduction Amount) held by the lender in respect of such AB Modified Loan as of the date
                                         of such determination, which such excess, for the avoidance of doubt, will be determined
                                         separately from and exclude any related Appraisal Reduction Amounts. The applicable Master
                                         Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to
                                         conclusively rely on the applicable Special Servicer’s calculation or determination
                                         of any Collateral Deficiency Amount (other than with respect to a Non-Serviced Mortgage
                                         Loan). The applicable Special Servicer and the Operating Advisor shall be entitled to
                                         conclusively rely on the applicable Master Servicer’s calculation of any Collateral
                                         Deficiency Amount with respect to a Non-Serviced Mortgage Loan.
 
With
                                         respect to any Collateral Deficiency Amount calculated for purposes of determining the
                                         existence and identity of the Controlling Class pursuant to Section 4.05(a), the
                                         Appraised Value for the related Mortgaged Property determined in connection with this
                                         definition shall be determined on an “as-is” basis. 
 
“Collection
                                         Account”: A segregated custodial account or accounts created and maintained
                                         by each Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee for
                                         the benefit of the Certificateholders, which, with respect to the General Master Servicer,
                                         shall be entitled “Wells Fargo Bank, National Association, as General Master Servicer,
                                         on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the
                                         registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-BNK19, Collection Account” and, with respect to the NCB Master Servicer,
                                         shall be entitled “National Cooperative Bank, N.A., as NCB Master Servicer on behalf
                                         of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
                                         holders of BANK 2019-BNK19 Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19,
                                         Collection Account”. Any such account or accounts shall be an Eligible Account.
                                         Subject to the related Intercreditor
 

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    Agreement
                                         and taking into account that each Serviced Companion Loan is subordinate or pari passu,
                                         as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related
                                         Intercreditor Agreement, the subaccount described in the second paragraph of Section
                                         3.04(b) that is part of the applicable Collection Account shall be for the benefit
                                         of the Serviced Companion Noteholders, to the extent funds on deposit in such subaccount
                                         are attributed to the Companion Loans and shall not be an asset of the Trust, any Trust
                                         REMIC or the Grantor Trust.
 
“Collection
                                         Period”: With respect to any Distribution Date and any Mortgage Loan or Companion
                                         Loan, the period commencing on the day immediately succeeding the Due Date for such Mortgage
                                         Loan or Companion Loan occurring in the month preceding the month in which that Distribution
                                         Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion
                                         Loan had a Due Date in such preceding month and ending on and including the Due Date
                                         for such Mortgage Loan or Companion Loan occurring in the month in which that Distribution
                                         Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection
                                         Period is not a Business Day, any Periodic Payments received with respect to the Mortgage
                                         Loans or Companion Loan relating to such Collection Period on the Business Day immediately
                                         following such day shall be deemed to have been received during such Collection Period
                                         and not during any other Collection Period.
 
“Commission”:
                                         The Securities and Exchange Commission.
 
“Companion
                                         Distribution Account”: With respect to any Serviced Companion Loan, the separate
                                         account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b)
                                         and held on behalf of the Serviced Companion Noteholders, which shall be entitled
                                         “Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit
                                         of the Serviced Companion Noteholders of the Serviced Companion Loans, relating to the
                                         BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Companion
                                         Distribution Account”. The Companion Distribution Account shall not be an asset
                                         of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the
                                         Companion Paying Agent on behalf of the Serviced Companion Noteholders. Any such account
                                         shall be an Eligible Account. Notwithstanding the foregoing, if the General Master Servicer
                                         and the Companion Paying Agent are the same entity, the Companion Distribution Account
                                         may be the subaccount referenced in the second paragraph of Section 3.04(b).
 
“Companion
                                         Holders”: Each of the holders of record of any Companion Loan. 
 
“Companion
                                         Loan(s)”: With respect to any Mortgage Loan, any other mortgage loan that is
                                         not included in the Trust but is secured by the same Mortgage(s) encumbering the same
                                         Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With respect
                                         to each Whole Loan, the Pari Passu Companion Loan(s) and the Subordinate Companion Loan(s)
                                         (if any) are evidenced by the promissory notes opposite such Whole Loan, set forth in
                                         the chart entitled “Whole Loans” in the Preliminary Statement, as such promissory
                                         notes may be further divided.
 
“Companion
                                         Loan Rating Agency”: Any NRSRO rating any class of Serviced Pari Passu Companion
                                         Loan Securities.
 

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    “Companion
                                         Paying Agent”: With respect to the Serviced Companion Loans, if any, the General
                                         Master Servicer in its role as Companion Paying Agent appointed pursuant to Section
                                         3.25(c).
 
“Compensating
                                         Interest Payment”: With respect to each Master Servicer, an aggregate amount
                                         as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
                                         Interest Shortfalls incurred in connection with voluntary principal prepayments received
                                         in respect of the Mortgage Loans (other than Non–Serviced Mortgage Loans) for which
                                         such Master Servicer is acting as Master Servicer and any related Serviced Pari Passu
                                         Companion Loans (in each case other than any Specially Serviced Loan or any Mortgage
                                         Loan or related Serviced Pari Passu Companion Loan on which the applicable Special Servicer
                                         allowed a prepayment on a date other than the applicable Due Date) for the related Distribution
                                         Date and (ii) the aggregate of (A) that portion of such Master Servicer’s Servicing
                                         Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than
                                         a Non–Serviced Mortgage Loan), Serviced Pari Passu Companion Loan and REO Loan for
                                         which such Master Servicer is acting as Master Servicer for which Servicing Fees are
                                         being paid to such Master Servicer in such Collection Period, calculated at a rate of
                                         0.00250% per annum, (B) all Prepayment Interest Excesses received by such Master
                                         Servicer during such Collection Period with respect to the Mortgage Loans (other than
                                         the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder,
                                         any related Serviced Pari Passu Companion Loan) for which such Master Servicer is acting
                                         as Master Servicer subject to such prepayment and (C) to the extent earned on voluntary
                                         principal prepayments, net investment earnings payable to such Master Servicer for such
                                         Collection Period received by such Master Servicer during such Collection Period with
                                         respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) for which
                                         such Master Servicer is acting as Master Servicer or any related Serviced Pari Passu
                                         Companion Loan, as applicable, subject to such prepayment. In no event will the rights
                                         of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls
                                         be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage
                                         Loan as a result of the applicable Master Servicer’s allowing the related Mortgagor
                                         to deviate (a “Prohibited Prepayment”) from the terms of the related
                                         Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced
                                         Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents
                                         or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law
                                         or a court order or otherwise in such circumstances where the applicable Master Servicer
                                         is required to accept such Principal Prepayment in accordance with the Servicing Standard,
                                         (Y)(i) at the request or with the consent of the applicable Special Servicer, or (ii)
                                         so long as no Control Termination Event has occurred and is continuing, and other than
                                         with respect to an Excluded Loan as to the Directing Certificateholder or the Holder
                                         of the majority of the Controlling Class, at the request or with the consent of the Directing
                                         Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation
                                         Proceeds), then for purposes of calculating the Compensating Interest Payment for the
                                         related Distribution Date, such Master Servicer shall pay, without regard to clause
                                         (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to
                                         such Mortgage Loan, otherwise described in clause (i) above in connection with
                                         such Prohibited Prepayments. No Master Servicer shall be required to make any Compensating
                                         Interest Payment as a result of any prepayments on Mortgage Loans or Companion Loans
                                         for which it does not act as Master Servicer or on any AB Subordinate Companion Loan.
 

    -31-


     


    For
                                         the avoidance of doubt, Compensating Interest Payments attributable to a Serviced Whole
                                         Loan shall be allocated among the related Mortgage Loan and the related Serviced Pari
                                         Passu Companion Loan(s), pro rata, in accordance with their respective principal
                                         balances and the applicable Master Servicer shall pay the portion of such Compensating
                                         Interest Payments allocable to the related Serviced Pari Passu Companion Loan(s) to the
                                         related Non-Serviced Master Servicer.
 
“Consultation
                                         Termination Event”: At any date at which no Class
                                         of Control Eligible Certificates exists where such Class’s aggregate Certificate
                                         Balance is at least equal to 25% of the Original Certificate Balance of that Class, in
                                         each case without regard to the application of any Allocated Cumulative Appraisal
                                         Reduction Amounts; provided, that no Consultation
                                         Termination Event may occur with respect to a Loan-Specific Directing Certificateholder
                                         related to a Servicing Shift Whole Loan and the term “Consultation Termination Event”
                                         shall not be applicable to a Loan-Specific Directing Certificateholder related to such
                                         Servicing Shift Whole Loan; provided, further, that a
                                         Consultation Termination Event shall not be deemed continuing in the event that the Certificate
                                         Balances of the Certificates other than the Control Eligible Certificates and the RR
                                         Interest have been reduced to zero as a result of principal payments on the Mortgage
                                         Loans.
 
“Consumer
                                         Price Index for All Urban Consumers”: The “Consumer Price Index for All
                                         Urban Consumers” as published by the U.S. Department of Labor.
 
“Control
                                         Eligible Certificates”: Any of the Class F, Class G, Class H and Class J Certificates.
 
“Control
                                         Termination Event”: The occurrence of the Certificate
                                         Balance of the Class F Certificates (taking into account the application of any Allocated
                                         Cumulative Appraisal Reduction Amounts to notionally
                                         reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
                                         hereof) being allocated to less than 25% of the Original
                                         Certificate Balance of such Class; provided, that no Control Termination
                                         Event may occur with respect to a Loan-Specific Directing Certificateholder related to
                                         a Servicing Shift Whole Loan and the term “Control Termination Event” shall
                                         not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing
                                         Shift Whole Loan; provided, further, that a Control
                                         Termination Event shall not be deemed continuing in the event that the Certificate Balances
                                         of the Certificates other than the Control Eligible Certificates and the RR Interest
                                         have been reduced to zero as a result of principal payments on the Mortgage Loans.
 
“Controlling
                                         Class”: As of any date of determination, the most subordinate Class of Control
                                         Eligible Certificates then outstanding that has an aggregate Certificate Balance as notionally
                                         reduced by any Allocated Cumulative Appraisal Reduction Amounts allocable to such Class
                                         in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate
                                         Balance of that Class; provided, however, that if at any time the Certificate
                                         Balances of the Certificates other than the Control Eligible Certificates and the RR
                                         Interest have been reduced to zero as a result of the allocation of principal payments
                                         on the Mortgage Loans, then the Controlling Class shall be the most subordinate class
                                         among the Control Eligible Certificates that has a Certificate Balance greater than zero
                                         without regard to any Allocated Cumulative Appraisal 
 

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    Reduction
                                         Amounts. The Controlling Class as of the Closing Date will be the Class J
                                         Certificates.
 
“Controlling
                                         Class Certificateholders”: Each Holder (or Certificate Owner, if applicable)
                                         of a Certificate of the Controlling Class as determined by the Certificate Registrar,
                                         from time to time, upon request by any party hereto. The Depositor, the Trustee, either
                                         Master Servicer, either Special Servicer or the Operating Advisor may from time to time
                                         request (the cost of which being an expense of the Trust) that the Certificate Administrator
                                         provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling
                                         Class and the Certificate Administrator shall promptly provide such list without charge
                                         to such Depositor, Trustee, Master Servicers, Operating Advisor or Special Servicers,
                                         as applicable. The Trustee, the Master Servicers, the Special Servicers and the Operating
                                         Advisor shall be entitled to rely on any such list so provided.
 
“Controlling
                                         Companion Loan”: With respect to a Servicing Shift Whole Loan, the related Companion
                                         Loan which, in accordance with the related Intercreditor Agreement, will be the “Control
                                         Note” or similarly defined term as identified in the related Intercreditor Agreement
                                         after the securitization of such Companion Loan. As of the Closing Date, Note A-2 is
                                         the Controlling Companion Loan with respect to the Polo Towne Crossing SC Whole Loan.
 
“Conveyed
                                         Property”: As defined in Section 2.01(a).
 
“Corporate
                                         Trust Office”: The principal corporate trust office of the Trustee and the Certificate
                                         Administrator at which at any particular time its corporate trust business with respect
                                         to this Agreement shall be administered, which office at the date of the execution of
                                         this Agreement is located (i) with respect to Certificate transfers and surrenders, at
                                         600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota
                                         55479; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware
                                         19890, Attention: CMBS Trustee BANK 2019-BNK19; and (iii) for all other purposes, to
                                         the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
                                         Corporate Trust Services (CMBS), BANK 2019-BNK19.
 
“Corrected
                                         Loan”: Any Specially Serviced Loan that has become current and remained current
                                         for three (3) consecutive Periodic Payments (for such purposes taking into account any
                                         modification or amendment of the related Mortgage Loan or Companion Loan, as applicable,
                                         whether by a consensual modification or in connection with a bankruptcy, insolvency or
                                         similar proceeding involving the Mortgagor), and (provided that no other Servicing
                                         Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan during
                                         such preceding three (3) months, no additional event of default is foreseeable in the
                                         reasonable judgment of the applicable Special Servicer and no other event or circumstance
                                         exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise
                                         constitute a Specially Serviced Loan) the servicing of which the applicable Special Servicer
                                         has returned to the applicable Master Servicer pursuant to Section 3.19(a).
 
“CREFC®”:
                                         The Commercial Real Estate Finance Council®, or any successor organization
                                         reasonably acceptable to the Certificate Administrator, each Master Servicer, each 
 

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    Special
                                         Servicer and, prior to the occurrence and continuance of a Control Termination Event,
                                         the Directing Certificateholder.
 
“CREFC®
                                         Advance Recovery Report”: The monthly report substantially in the form
                                         of, and containing the information called for in, the downloadable form of the “Advance
                                         Recovery Report” available as of the Closing Date on the CREFC®
                                         Website, or such other form for the presentation of such information and containing such
                                         additional information as may from time to time be approved by the CREFC®
                                         for commercial mortgage securities transactions generally.
 
“CREFC®
                                         Appraisal Reduction Template”: A report substantially in the form of,
                                         and containing the information called for in, the downloadable form of the “Appraisal
                                         Reduction Template” available as of the Closing Date on the CREFC®
                                         Website, or such other form for the presentation of such information and containing such
                                         additional information as may from time to time be approved by the CREFC®
                                         for commercial mortgage securities transactions generally.
 
“CREFC®
                                         Bond Level File”: The data file in the “CREFC® Bond
                                         Level File” format substantially in the form of and containing the information called
                                         for therein, or such other form for the presentation of such information as may be approved
                                         from time to time by the CREFC® for commercial mortgage securities transactions
                                         generally.
 
“CREFC®
                                         Collateral Summary File”: The data file in the “CREFC®
                                         Collateral Summary File” format substantially in the form of and containing
                                         the information called for therein, or such other form for the presentation of such information
                                         as may be approved from time to time by the CREFC® for commercial mortgage
                                         securities transactions generally.
 
“CREFC®
                                         Comparative Financial Status Report”: The monthly report in “Comparative
                                         Financial Status Report” format substantially in the form of and containing the
                                         information called for therein for the Mortgage Loans, or such other form for the presentation
                                         of 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.
 

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    “CREFC®
                                         Historical Liquidation Loss Template”: A report substantially in the form
                                         of, and containing the information called for in, the downloadable form of the “Historical
                                         Liquidation Loss Template” available and effective from time to time on the CREFC®
                                         Website.
 
“CREFC®
                                         Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”:
                                         The monthly report in the “Historical Loan Modification/Forbearance and Corrected
                                         Mortgage Loan Report” format substantially in the form of and containing the information
                                         called for therein for the Mortgage Loans, or such other form for the presentation of
                                         such information as may be approved from time to time by the CREFC® for
                                         commercial mortgage securities transactions generally.
 
“CREFC®
                                         Intellectual Property Royalty License Fee”: With respect to each Mortgage
                                         Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan)
                                         and for any Distribution Date, the amount accrued during the related Interest Accrual
                                         Period at the CREFC® Intellectual Property Royalty License Fee Rate on
                                         the Stated Principal Balance of such Mortgage Loan or REO Loan as of the close of business
                                         on the Distribution Date in such Interest Accrual Period; provided that such amounts
                                         shall be computed for the same period and on the same interest accrual basis respecting
                                         which any related interest payment due or deemed due on the related Mortgage Loan or
                                         REO Loan is computed and shall be prorated for partial periods. For the avoidance of
                                         doubt, the CREFC® Intellectual Property Royalty License Fee shall be
                                         deemed payable by the Master Servicers from the Lower-Tier REMIC.
 
“CREFC®
                                         Intellectual Property Royalty License Fee Rate”: With respect to each
                                         Mortgage Loan and REO Loan, a rate equal to 0.0005% per annum.
 
“CREFC®
                                         Interest Shortfall Reconciliation Template”: A report substantially in
                                         the form of, and containing the information called for in, the downloadable form of the
                                         “Interest Shortfall Reconciliation Template” available and effective from time
                                         to time on the CREFC® Website.
 
“CREFC®
                                         Investor Reporting Package”: The collection of reports specified by the
                                         CREFC® from time to time as the “CREFC® Investor
                                         Reporting Package.” As of the Closing Date, the CREFC® Investor
                                         Reporting Package contains eight electronic files ((1) CREFC® Loan Setup
                                         File, (2) CREFC® Loan Periodic Update File, (3) CREFC®
                                         Property File, (4) CREFC® Bond Level File, (5) CREFC®
                                         Collateral Summary File, (6) CREFC® Financial File, (7) CREFC®
                                         Special Servicer Loan File and (8) CREFC® Schedule AL File (with
                                         respect to the General Master Servicer)) and eleven surveillance reports ((1) CREFC®
                                         Servicer Watch List, (2) CREFC® Delinquent Loan Status Report,
                                         (3) CREFC® REO Status Report, (4) CREFC® Comparative
                                         Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance
                                         and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis
                                         Report, (7) CREFC® Servicer Remittance to Certificate Administrator,
                                         (8) CREFC® Significant Insurance Event Report, (9) CREFC®
                                         NOI Adjustment Worksheet, (10) CREFC® Loan Level Reserve/LOC Report and
                                         (11) with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC®
                                         Total Loan Report). In addition, the CREFC® Investor Reporting
                                         Package shall include the CREFC® Advance Recovery Report. In addition,
                                         the CREFC® Investor Reporting Package shall include the following nine
                                         templates: (1) CREFC® Appraisal 
 

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    Reduction
                                         Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC®
                                         Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral
                                         Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation
                                         Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template,
                                         (7) CREFC® Loan Modification Report, (8) CREFC® Loan
                                         Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC®
                                         Investor Reporting Package shall be substantially in the form of, and containing
                                         the information called for in, the downloadable forms of the “CREFC®
                                         IRP” available as of the Closing Date on the CREFC® Website, or
                                         such other form for the presentation of such information and containing such additional
                                         information or reports as may from time to time be approved by the CREFC®
                                         for commercial mortgage-backed securities transactions generally. For the purposes of
                                         the production of the CREFC® Comparative Financial Status Report by the
                                         applicable Master Servicer or the applicable Special Servicer of any such report that
                                         is required to state information for any period prior to the Cut-off Date, the applicable
                                         Master Servicer or the applicable Special Servicer, as the case may be, may conclusively
                                         rely (without independent verification), absent manifest error, on information provided
                                         to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of
                                         such a report produced by either Master Servicer, by the applicable Special Servicer
                                         (if other than such Master Servicer or an Affiliate thereof) and (y) in the case of such
                                         a report produced by either Special Servicer, by the applicable Master Servicer (if other
                                         than such Special Servicer or an Affiliate thereof).
 
“CREFC®
                                         License Agreement”: The License Agreement, in the form set forth on the
                                         website of CREFC® on the Closing Date, relating to the use of the CREFC®
                                         trademarks and trade names.
 
“CREFC®
                                         Loan Level Reserve/LOC Report”: The monthly report in the “CREFC®
                                         Loan Level Reserve/LOC Report” format substantially in the form of and containing
                                         the information called for therein for the Mortgage Loans, or such other form for the
                                         presentation of such information as may be approved from time to time by the CREFC®
                                         for commercial mortgage securities transactions generally.
 
“CREFC®
                                         Loan Liquidation Report”: A report substantially in the form of, and containing
                                         the information called for in, the downloadable form of the “Loan Liquidation Report”
                                         available and effective from time to time on the CREFC® Website, or such
                                         other form for the presentation of such information and containing such additional information
                                         as may from time to time be recommended by the CREFC® for commercial
                                         mortgage securities transactions generally.
 
“CREFC®
                                         Loan Modification Report”: A report substantially in the form of, and
                                         containing the information called for in, the downloadable form of the “Loan Modification
                                         Report” available and effective from time to time on the CREFC®
                                         Website, or such other form for the presentation of such information and containing such
                                         additional information as may from time to time be recommended by the CREFC®
                                         for commercial mortgage securities transactions generally.
 
“CREFC®
                                         Loan Periodic Update File”: The data file in the “CREFC®
                                         Loan Periodic Update File” format substantially in the form of and containing
                                         the information called for therein for the Mortgage Loans, or such other form for the
                                         presentation of such information 

    -36-


     


    as
                           may be approved from time to time by the CREFC® for commercial mortgage securities
                           transactions generally.
 
“CREFC®
                                         Loan Setup File”: The data file in the “CREFC® Loan
                                         Setup File” format substantially in the form of and containing the information called
                                         for therein for the Mortgage Loans, or such other form for the presentation of such information
                                         as may be approved from time to time by the CREFC® for commercial mortgage
                                         securities transactions generally.
 
“CREFC®
                                         NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet”
                                         format substantially in the form of and containing the information called for therein
                                         for the Mortgage Loans, or such other form for the presentation of such information as
                                         may be approved from time to time by the CREFC® for commercial mortgage
                                         securities transactions generally.
 
“CREFC®
                                         Operating Statement Analysis Report”: The report in the “Operating
                                         Statement Analysis Report” format substantially in the form of and containing the
                                         information called for therein for the Mortgage Loans, or such other form for the presentation
                                         of such information as may be approved from time to time by the CREFC®
                                         for commercial mortgage securities transactions generally.
 
“CREFC®
                                         Property File”: The data file in the “CREFC® Property
                                         File” format substantially in the form of and containing the information called
                                         for therein for the Mortgage Loans, or such other form for the presentation of such information
                                         as may be approved from time to time by the CREFC® for commercial mortgage
                                         securities transactions generally.
 
“CREFC®
                                         Reconciliation of Funds Template”: A report substantially in the form
                                         of, and containing the information called for in, the downloadable form of the “Reconciliation
                                         of Funds Template” available and effective from time to time on the CREFC®
                                         Website, or such other form for the presentation of such information and containing
                                         such additional information as may from time to time be recommended by the CREFC®
                                         for commercial mortgage securities transactions generally.
 
“CREFC®
                                         REO Liquidation Report”: A report substantially in the form of, and containing
                                         the information called for in, the downloadable form of the “REO Liquidation Report”
                                         available and effective from time to time on the CREFC® Website, or such
                                         other form for the presentation of such information and containing such additional information
                                         as may from time to time be recommended by the CREFC® for commercial
                                         mortgage securities transactions generally.
 
“CREFC®
                                         REO Status Report”: The monthly report in the “REO Status Report”
                                         format substantially in the form of and containing the information called for therein
                                         for the Mortgage Loans, or such other form for the presentation of such information as
                                         may be approved from time to time by the CREFC® for commercial mortgage
                                         securities transactions generally.
 
“CREFC®
                                         Schedule AL File”: The data file in the “Schedule AL File” format
                                         substantially in the form of and containing the information called for therein for the
                                         Mortgage Loans, or such other form for the presentation of such information as may be
                                         approved from time to time by the CREFC® for commercial mortgage securities
                                         transactions generally; provided that 
 

    -37-


     


    the
                                         Depositor shall confirm in writing to each Master Servicer and the Certificate Administrator
                                         that any change to such “Schedule AL File” format complies with all requirements
                                         of Item 1125 of Regulation AB.
 
“CREFC®
                                         Servicer Realized Loss Template”: A report substantially in the form of,
                                         and containing the information called for in, the downloadable form of the “Servicer
                                         Realized Loss Template” available and effective from time to time on the CREFC®
                                         Website.
 
“CREFC®
                                         Servicer Remittance to Certificate Administrator”: A report substantially
                                         in the form of, and containing the information called for in, the downloadable form of
                                         the “Servicer Remittance to Certificate Administrator” available and effective
                                         from time to time on the CREFC® Website.
 
“CREFC®
                                         Servicer Watch List”: A monthly report, as of each Determination Date,
                                         including and identifying each Non-Specially Serviced Loan satisfying the “CREFC®
                                         Portfolio Review Guidelines” approved from time to time by the CREFC®
                                         in the “CREFC® Servicer Watch List” format substantially
                                         in the form of and containing the information called for therein for the Mortgage Loans,
                                         or such other form (including other portfolio review guidelines) for the presentation
                                         of such information as may be approved from time to time by the CREFC®
                                         for commercial mortgage securities transactions generally.
 
“CREFC®
                                         Significant Insurance Event Report”: A report substantially in the form
                                         of, and containing the information called for in, the downloadable form of the “Significant
                                         Insurance Event Report” available and effective from time to time on the CREFC®
                                         Website.
 
“CREFC®
                                         Special Servicer Loan File”: The data file in the “CREFC®
                                         Special Servicer Loan File” format substantially in the form of and containing
                                         the information called for therein for the Mortgage Loans, or such other form for the
                                         presentation of such information as may be approved from time to time by the CREFC®
                                         for commercial mortgage securities transactions generally.
 
“CREFC®
                                         Total Loan Report”: A monthly report substantially in the form of, and
                                         containing the information called for in, the downloadable form of the “Total Loan
                                         Report” available as of the Closing Date on the CREFC® Website,
                                         or in such other form for the presentation of such information and containing such additional
                                         information as may from time to time be adopted by the CREFC® for commercial
                                         mortgage-backed securities transactions and is reasonably acceptable to the Master Servicers.
 
“CREFC®
                                         Website”: The CREFC® Website located at “www.crefc.org”
                                         or such other primary website as the CREFC® may establish for dissemination
                                         of its report forms.
 
“Cross-Over
                                         Date”: The Distribution Date on which the Certificate Balances of the Subordinate
                                         Certificates have all previously been reduced to zero as a result of the allocation of
                                         Realized Losses to such Certificates.
 
“Crossed
                                         Mortgage Loan Group”: With respect to (i) any mortgage loan that consists of
                                         more than one commercial mortgage loan, the underlying group of loans that are cross-collateralized
                                         and cross-defaulted with each other and (ii) any two or more individual 
 

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    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 applicable Special Servicer at the expense of the related Mortgage Loan Seller
                                         shall not be greater than the greatest of (a) the loan-to-value ratio, expressed as a
                                         whole number percentage (taken to one decimal place), for the entire Crossed Mortgage
                                         Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1
                                         to the Prospectus plus 10%, (b) the loan-to-value ratio, expressed as a whole
                                         number percentage (taken to one decimal place), for the entire such Crossed Mortgage
                                         Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase
                                         or substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense,
                                         shall have furnished the Trustee and the Certificate Administrator with an Opinion of
                                         Counsel that any modification relating to the repurchase or substitution of a Crossed
                                         Underlying Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan
                                         Seller causes the affected Crossed Underlying Loan to become not cross-collateralized
                                         and cross-defaulted with the remaining related Crossed Underlying Loans prior to such
                                         repurchase or substitution or otherwise forbears from exercising enforcement rights against
                                         the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while
                                         the Trust forbears from exercising enforcement rights against the Primary Collateral
                                         for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any
                                         Excluded Loan with respect to the Directing Certificateholder) unless a Control Termination
                                         Event has occurred and is continuing, the Directing Certificateholder shall have consented
                                         to the repurchase or substitution of the affected Crossed Underlying Loan, which consent
                                         shall not be unreasonably withheld, conditioned or delayed.
 
“Cumulative
                                         Appraisal Reduction Amount”: As of any date of determination for any Mortgage
                                         Loan, the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect
                                         to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The 
 

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    applicable
                                         Master Servicer and the Certificate Administrator shall be entitled to conclusively rely
                                         on the applicable Special Servicer’s calculation or determination of any Cumulative
                                         Appraisal Reduction Amount with respect to a Mortgage Loan (other than a Non-Serviced
                                         Mortgage Loan). With respect to a Non-Serviced Mortgage Loan, the applicable Special
                                         Servicer, the applicable Master Servicer and the Certificate Administrator shall be entitled
                                         to conclusively rely on the calculation or determination of any Appraisal Reduction Amount
                                         or Collateral Deficiency Amount with respect to such Mortgage Loan performed by the applicable
                                         servicer responsible therefore pursuant to the related Non-Serviced PSA.
 
“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 August 2019, or with respect to any Mortgage Loan that has its first Due Date
                                         in September 2019, the date that would have otherwise been the related Due Date in August
                                         2019.
 
“Cut-off
                                         Date Balance”: With respect to any Mortgage Loan, the outstanding principal
                                         balance of such Mortgage Loan, as of the Cut-off Date, after application of all payments
                                         of principal due on or before such date, whether or not received.
 
“DBRS”:
                                         DBRS, Inc., and its successors in interest. If neither DBRS nor any successor remains
                                         in existence, “DBRS” shall be deemed to refer to such other NRSRO or other
                                         comparable Person reasonably designated by the Depositor, notice of which designation
                                         shall be given to the Trustee, the Certificate Administrator, the Master Servicers, the
                                         Directing Certificateholder and the Special Servicers and specific ratings of DBRS herein
                                         referenced shall be deemed to refer to the equivalent ratings of the party so designated.
 
“Default
                                         Interest”: With respect to any Mortgage Loan or Companion Loan and any Collection
                                         Period, all interest accrued in respect of such Mortgage Loan or Companion Loan during
                                         such Collection Period provided for in the related Mortgage Note or Mortgage as a result
                                         of a default (exclusive of late payment charges) that is in excess of interest at the
                                         related Mortgage Rate accrued on the unpaid principal balance of such Mortgage Loan or
                                         Companion Loan outstanding from time to time.
 
“Defaulted
                                         Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced
                                         Whole Loan (i) that is delinquent at least sixty (60) days in respect of its Periodic
                                         Payments (other than a Balloon Payment) or delinquent in respect of its Balloon Payment,
                                         if any; provided that in respect of a Balloon Payment, such period will be 120
                                         days if the related Mortgagor has provided the applicable Master Servicer or applicable
                                         Special Servicer, as 
 

    -40-


     


    applicable,
                                         with documentation reasonably satisfactory in form and substance to the applicable Master
                                         Servicer or the applicable Special Servicer, as applicable (and the Master Servicer or
                                         Special Servicer, as applicable, shall be required to promptly forward such documentation
                                         to the Directing Certificateholder), which provides that a refinancing of such Mortgage
                                         Loan or sale of the related Mortgaged Property shall occur within 120 days after the
                                         date on which such Balloon Payment will become due (provided that if either such
                                         refinancing or sale does not occur before the expiration of the time period for refinancing
                                         or sale specified in such documentation or the applicable Master Servicer is required
                                         to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced
                                         Whole Loan, in respect of the Mortgage Loan included in the same Whole Loan) at any time
                                         prior to such refinancing or sale, such Mortgage Loan will become a Defaulted Loan immediately);
                                         and, in either case, such delinquency is to be determined without giving effect to any
                                         Grace Period permitted by the related Mortgage or Mortgage Note and without regard to
                                         any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as
                                         to which such Special Servicer has, by written notice to the related Mortgagor, accelerated
                                         the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance
                                         of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.
 
“Defeasance
                                         Accounts”: As defined in Section 3.18(j).
 
“Defect”:
                                         As defined in Section 2.02(f).
 
“Deficient
                                         Exchange Act Deliverable”: With respect to a Master Servicer, a Special Servicer,
                                         the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
                                         Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
                                         retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party,
                                         (y) prepared by such party or any registered public accounting firm, attorney or other
                                         agent retained by such party to prepare such information and (z) delivered by or on behalf
                                         of such party pursuant to the delivery requirements under Article XI of this Agreement
                                         that does not conform to the applicable reporting requirements under the Securities Act,
                                         the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
 
“Deficient
                                         Valuation”: With respect to any Mortgage Loan or Serviced Whole Loan, as applicable,
                                         a valuation by a court of competent jurisdiction of the related Mortgaged Property in
                                         an amount less than the then-outstanding principal balance of such Mortgage Loan or Serviced
                                         Whole Loan which valuation results from a proceeding initiated under the Bankruptcy Code.
 
“Definitive
                                         Certificate”: Any Certificate in definitive, fully registered form without interest
                                         coupons. Initially, the Class R Certificates, the Class V Certificates, the RR Interest
                                         and any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d)
                                         shall be Definitive Certificates. For the avoidance of doubt, any RR Interest shall
                                         at all times during the RR Interest Transfer Restriction Period be a Definitive Certificate.
 
“Delinquent
                                         Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect
                                         of its Periodic Payments or Balloon Payment, if any, in either case such delinquency
                                         to be determined without giving effect to any Grace Period.
 

    -41-


     


    “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
                                         Site”: The website to which Diligence Files are uploaded as designated by the
                                         Depositor to the Mortgage Loan Sellers.
 
“Determination
                                         Date”: With respect to any Distribution Date, the eleventh (11th) day of each
                                         calendar month (or, if the eleventh (11th) calendar day of that month is not a Business
                                         Day, then the next Business Day), commencing in September 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 
 

    -42-


     


     


case,
                                         with evidence of recording indicated thereon or certified to have been submitted for
                                         recording (if in the possession of the applicable Mortgage Loan Seller);
 
(iv) 
                                               all modification, consolidation, assumption, written assurance and substitution
                                         agreements in those instances in which the terms or provisions of the Mortgage or Mortgage
                                         Note have been modified or the Mortgage Loan has been assumed or consolidated;
 
(v) 
                                                the policy or certificate of lender’s title insurance issued
                                         on the date of the origination of such Mortgage Loan, or, if such policy has not been
                                         issued or located, an irrevocable, binding commitment (which may be a marked version
                                         of the policy that has been executed by an authorized representative of the title company
                                         or an agreement to provide the same pursuant to binding escrow instructions executed
                                         by an authorized representative of the title company) to issue such title insurance policy;
 
(vi)        any
                                         UCC financing statements, related amendments and continuation statements in the possession
                                         of the applicable Mortgage Loan Seller;
 
(vii)       any
                                         Intercreditor Agreement relating to permitted debt of the Mortgagor, including any intercreditor
                                         agreement relating to a Serviced Whole Loan;
 
(viii)      any
                                         loan agreement, escrow agreement, security agreement or letter of credit relating to
                                         a Mortgage Loan or a Serviced Whole Loan;
 
(ix)        any
                                         ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage
                                         Loan or a Serviced Whole Loan;
 
(x) 
                                               other than with respect to the Mortgage Loans secured by residential
                                         cooperative properties, 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;
 

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(b)          a
                                         copy of any engineering reports or property condition reports;
 
(c) 
                                                 other than with respect to a hospitality property (except
                                         with respect to tenanted commercial space within a hospitality property) or a residential
                                         cooperative property, copies of a rent roll;
 
(d) 
                                                 for any office, retail, industrial or warehouse property,
                                         a copy of all leases and estoppels and subordination and non-disturbance agreements delivered
                                         to the related Mortgage Loan Seller;
 
(e) 
                                                a copy of all legal opinions (excluding attorney-client communications
                                         between the related Mortgage Loan Seller or an Affiliate thereof, and its counsel that
                                         are privileged communications or constitute legal or other due diligence analyses), if
                                         any, delivered in connection with the closing of the related Mortgage Loan;
 
(f)          a
                                         copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance
                                         policies or other applicable insurance policies (to the extent not previously included
                                         as part of this definition), if any, delivered in connection with the closing of the
                                         related Mortgage Loan;
 
(g)          a
                                         copy of the appraisal for the related Mortgaged Property or Mortgaged Properties;
 
(h)          for
                                         any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased
                                         to a single tenant, a copy of the lease;
 
(i) 
                                                  a copy of the applicable Mortgage Loan Seller’s
                                         asset summary;
 
(j) 
                                                  a copy of all surveys for the related Mortgaged Property
                                         or Mortgaged Properties;
 
(k)          a
                                         copy of all zoning reports;
 
(l) 
                                                  a copy of financial statements of the related Mortgagor;
 
(m) 
                                                a copy of operating statements for the related Mortgaged Property
                                         or Mortgaged Properties;
 
(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;
 

    -44-


     


    (s)          a
                                         copy of the organizational documents of the related Mortgagor and any guarantor;
 
(t) 
                                                  a copy of all escrow statements related to the escrow
                                         account balances as of the Mortgage Loan origination date;
 
(u)          a
                                         copy of all related environmental reports that were received by the applicable Mortgage
                                         Loan Seller;
 
(v)          a
                                         copy of any closure letter (environmental); and
 
(w) 
                                                a copy of any environmental remediation agreement for the
                                         related Mortgaged Property or Mortgaged Properties;
 
in
                                         each case, to the extent that the related originator received such documents in connection
                                         with the origination of such Mortgage Loan. In the event any of the items identified
                                         above were not included in connection with the origination of such Mortgage Loan (other
                                         than documents that would not be included in connection with the origination of the Mortgage
                                         Loan because such document is inapplicable to the origination of a Mortgage Loan of that
                                         structure or type), the Diligence File shall include a statement to that effect. No information
                                         that is proprietary to the related originator or Mortgage Loan Seller or any draft documents
                                         or privileged or internal communications shall constitute part of the Diligence File.
                                         It is generally not required to include any of the same items identified above again
                                         if such items have already been included under another clause of the definition of Diligence
                                         File, and the Diligence File shall include a statement to that effect. The Mortgage Loan
                                         Seller may, without any obligation to do so, include such other documents as part of
                                         the Diligence File that such Mortgage Loan Seller believes should be included to enable
                                         the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan;
                                         provided that such documents are clearly labeled and identified.
 
“Directing
                                         Certificateholder”: (A) With respect to a Servicing Shift Whole Loan, the Directing
                                         Certificateholder shall be the related Loan-Specific Directing Certificateholder, and
                                         (B) with respect to each Mortgage Loan (other than each Servicing Shift Mortgage Loan
                                         and any Excluded Loan), the initial Directing Certificateholder shall be Seer Capital
                                         Management, LP, a Delaware limited partnership. Thereafter, with respect to the Mortgage
                                         Loans described in clause (B) of the first sentence of this definition, the Directing
                                         Certificateholder shall be the Controlling Class Certificateholder (or a representative
                                         thereof) selected by more than 50% of the Controlling Class Certificateholders (by Certificate
                                         Balance, as determined by the Certificate Registrar) from time to time; provided,
                                         however, that (i) absent that selection, or (ii) until a Directing Certificateholder
                                         is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class
                                         Certificateholders, by Certificate Balance, that a Directing Certificateholder is no
                                         longer designated, the Controlling Class Certificateholder that owns the largest aggregate
                                         Certificate Balance of the Controlling Class (or a representative thereof) will be the
                                         Directing Certificateholder; provided, however, that, in the case of this
                                         clause (iii), in the event that no one Holder owns the largest aggregate Certificate
                                         Balance of the Controlling Class, then there will be no Directing Certificateholder until
                                         appointed in accordance with the terms of this Agreement. After the occurrence and during
                                         the continuance of a Control Termination Event, the Directing Certificateholder, as described
                                         in clause (B) of the first sentence of this definition shall only 
 

    -45-


     


    retain
                                         its consultation rights to the extent specifically provided for herein. After the occurrence
                                         of a Consultation Termination Event, there will be no Directing Certificateholder as
                                         described in clause (B) of the first sentence of this definition. The Depositor shall
                                         promptly provide the name and contact information for the initial Directing Certificateholder
                                         upon request of any party to this Agreement and any such requesting party may conclusively
                                         rely on the name and contact information provided by the Depositor. The Certificate Administrator
                                         and the other parties hereto shall be entitled to assume that the identity of the Directing
                                         Certificateholder has not changed until such parties receive written notice of a replacement
                                         of the Directing Certificateholder from a party holding the requisite interest in the
                                         Controlling Class (as confirmed by the Certificate Registrar), or the resignation of
                                         the then-current Directing Certificateholder.
 
“Directly
                                         Operate”: With respect to any REO Property (except with respect to a Non-Serviced
                                         Mortgaged Property), the furnishing or rendering of services to the tenants thereof,
                                         that are not customarily provided to tenants in connection with the rental of space “for
                                         occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5),
                                         the management or operation of such REO Property, the holding of such REO Property primarily
                                         for sale to customers, the use of such REO Property in a trade or business conducted
                                         by the Trust or on behalf of a Companion Holder or the performance of any construction
                                         work on the REO Property other than through an Independent Contractor; provided,
                                         however, that an REO Property shall not be considered to be Directly Operated
                                         solely because the Trustee (or the applicable Special Servicer on behalf of the Trustee)
                                         establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes
                                         and insurance or makes decisions as to repairs or capital expenditures with respect to
                                         such REO Property or takes other actions consistent with Treasury Regulations Section
                                         1.856-4(b)(5)(ii).
 
“Disclosable
                                         Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced
                                         Mortgage Loan) and any related Serviced Companion Loan (including any related REO Property),
                                         any compensation and other remuneration (including, without limitation, in the form of
                                         commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement)
                                         received or retained by the applicable Special Servicer or any of its Affiliates that
                                         is paid by any Person (including, without limitation, the Trust, any Mortgagor, any manager,
                                         any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan
                                         and any purchaser of any such Mortgage Loan or Serviced Companion Loan or REO Property)
                                         in connection with the disposition, workout or foreclosure of any such Mortgage Loan
                                         or Serviced Companion Loan, the management or disposition of such REO Property, and the
                                         performance by the applicable Special Servicer or any such Affiliate of any other special
                                         servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate
                                         Fees and (2) any compensation to which the applicable Special Servicer is entitled pursuant
                                         to Section 3.11 of this Agreement or any Non-Serviced PSA.
 
“Disclosure
                                         Parties”: As defined in Section 3.13(f).
 
“Discount
                                         Rate”: As defined in Section 4.01(e).
 
“Dispute
                                         Resolution Consultation”: As defined in Section 2.03(l)(iii).
 

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    “Dispute
                                         Resolution Cut-off Date”: As defined in Section 2.03(l)(i).
 
“Disqualified
                                         Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S.
                                         Tax Person or its agent other than (a) a Non-U.S. Tax Person that holds the Class R Certificates
                                         in connection with the conduct of a trade or business within the United States and has
                                         furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI
                                         or (b) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate
                                         Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer
                                         of the Class R Certificates to it is in accordance with the requirements of the Code
                                         and the regulations promulgated thereunder and that such transfer of the Class R Certificates
                                         will not be disregarded for federal income tax purposes.
 
“Disqualified
                                         Organization”: Any of (i) the United States, any State or political subdivision
                                         thereof, any possession of the United States or any agency or instrumentality of any
                                         of the foregoing (other than an instrumentality which is a corporation if all of its
                                         activities are subject to tax and, except for Freddie Mac, a majority of its board of
                                         directors is not selected by such governmental unit), (ii) a foreign government, any
                                         international organization or any agency or instrumentality of any of the foregoing,
                                         (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code
                                         (including the tax imposed by Section 511 of the Code on unrelated business taxable income)
                                         on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
                                         to the Class R Certificates (except certain farmers’ cooperatives described in
                                         Section 521 of the Code), (iv) rural electric and telephone cooperatives described in
                                         Section 1381(a)(2)(C) of the Code, and (v) any other Person so designated by the Trustee
                                         or the Certificate Administrator based upon an Opinion of Counsel as provided to the
                                         Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
                                         Administrator) that the holding of an Ownership Interest in a Class R Certificate by
                                         such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that
                                         the Certificates are outstanding or any Person having an Ownership Interest in any Class
                                         of Certificates (other than such Person) to incur a liability for any federal tax imposed
                                         under the Code that would not otherwise be imposed but for the Transfer of an Ownership
                                         Interest in a Class R Certificate to such Person. The terms “United States,”
                                         “State” and “international organization” shall have the meanings
                                         set forth in Section 7701 of the Code or successor provisions.
 
“Distribution
                                         Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier
                                         REMIC Distribution Account and the Excess Interest Distribution Account (and in each
                                         case any subaccount thereof), all of which may be subaccounts of a single Eligible Account.
 
“Distribution
                                         Date”: The fourth (4th) Business Day following each Determination Date, beginning
                                         in September 2019. The initial Distribution Date shall be September 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 Servicers, the Special Servicers, the Certificate Administrator, the Trustee,
                                         the Operating Advisor or the Asset Representations Reviewer, which lists certain parties
                                         
 

    -47-


     


    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 Servicers and (b) any report, file or document other than
                                         those listed in clause (a) above, any format compatible with EDGAR, including HTML, Word
                                         or clean, searchable PDFs.
 
“Eleven
                                         Seventeen Perimeter Intercreditor Agreement”: The Agreement Between Note Holders,
                                         dated as of July 25, 2019, by and between the holders of the respective promissory notes
                                         evidencing the Eleven Seventeen Perimeter Whole Loan, setting forth the relative rights
                                         of such holders, as the same may be amended in accordance with the terms thereof.
 
“Eligible
                                         Account”: Any of the following: (i) a segregated account or accounts maintained
                                         with a federal or state chartered depository institution or trust company (including
                                         the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term
                                         unsecured debt obligations or deposits of which are rated at least “A-” by
                                         S&P, if the deposits are to be held in such account for thirty (30) days or more,
                                         and the short-term debt obligations or deposits of which have a short-term rating of
                                         not less than “A-1” from S&P, if the deposits are to be held in such account
                                         for less than thirty (30) days and (B) the long-term unsecured debt obligations or deposits
                                         of which are rated at least “A” by Fitch (to the extent rated by Fitch), if
                                         the deposits are to be held in such account for less than thirty (30) days; (ii) an account
                                         or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo
                                         Bank, National Association’s long-term unsecured debt rating shall be at least
                                         “BBB” from S&P and “A-” from Fitch (to the 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 
 

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short-term unsecured debt rating shall be at least “A
1” from S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution
or trust company are rated no less than “BBB” by S&P) and “F2” from Fitch (to the extent rated by Fitch)
(if the deposits are to be held in the account for thirty (30) days or less); (iii) such other account or accounts that, but for
the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)
- (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, either Master Servicer or either Special Servicer; (iv) any other account
or accounts not listed in clauses (i) – (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, either Master Servicer or either Special Servicer; (v) a segregated trust account or accounts maintained
with the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term
unsecured debt rating of at least “A-” from S&P (if the deposits are to be held in the account for more than thirty
(30) days) or a short-term unsecured debt rating of at least “A-1” from S&P (if the deposits are to be held in
the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R. § 9.10(b); or (vi) in the case of Servicing Accounts or reserve accounts with respect to NCB Mortgage
Loans with respect to amounts posted with the lender for Escrow Payments, repairs, replacements, capital improvements and/or environmental
testing and remediation with respect to the related Mortgaged Property, for ongoing or threatened litigation or for any unit maintenance
or rent receivables or negative carry, any account maintained with NCB (provided that, if such account is not otherwise an Eligible
Account, NCB has a combined capital and surplus of at least $40,000,000). Eligible Accounts may bear interest. No Eligible Account
shall be evidenced by a certificate of deposit, passbook or other similar instrument.









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

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    brokerage, borrower
                                         advisory or similar services with respect to any Mortgage Loan or any related Companion
                                         Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller,
                                         any Underwriter, any party to this Agreement, the Directing Certificateholder, the Risk
                                         Retention Consultation Party or any of their respective Affiliates, or have been paid
                                         any fees, compensation or other remuneration by any of them in connection with any such
                                         services, and (e) does not directly or indirectly, through one or more Affiliates or
                                         otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan
                                         or any securities backed by a Companion Loan or otherwise have any financial interest
                                         in the securitization transaction to which this Agreement relates, other than in fees
                                         from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).
 
“Eligible
                                         Operating Advisor”: An entity (a) that is a special servicer or operating advisor
                                         on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including,
                                         in the case of the Operating Advisor, this transaction) but has not been a special servicer
                                         or operating advisor on a transaction for which any Rating Agency has qualified, downgraded
                                         or withdrawn its rating or ratings of one or more classes of certificates for such transaction
                                         citing servicing or other relevant concerns with the special servicer or operating advisor,
                                         as applicable, as the sole or a material factor in such rating action; (b) that can and
                                         will make the representations and warranties of the Operating Advisor set forth in Section
                                         6.01(c) of this Agreement; (c) that is not (and is not affiliated with) the Depositor,
                                         the Trustee, the Certificate Administrator, a Master Servicer, a Special Servicer, a
                                         Mortgage Loan Seller, the Directing Certificateholder, the Risk Retention Consultation
                                         Party or a depositor, a trustee, a certificate administrator, a master servicer or a
                                         special servicer with respect to the securitization of a Companion Loan, or any of their
                                         respective Affiliates; (d) that has not been paid by any Special Servicer or successor
                                         special servicer any fees, compensation or other remuneration (x) in respect of its obligations
                                         hereunder or (y) for the appointment or recommendation for replacement of a successor
                                         special servicer to become a special servicer under this Agreement; and (e) that (i)
                                         has been regularly engaged in the business of analyzing and advising clients in commercial
                                         mortgage-backed securities matters and has at least five (5) years of experience in collateral
                                         analysis and loss projections and (ii) has at least five (5) years of experience in commercial
                                         real estate asset management and experience in the workout and management of distressed
                                         commercial real estate assets.
 
“Enforcing
                                         Party”: The person obligated to or that elects pursuant to Section 2.03
                                         to enforce the rights of the Trust against the related Mortgage Loan Seller with respect
                                         to the Repurchase Request.
 
“Enforcing
                                         Servicer”: (a) With respect to a Specially Serviced Loan, the applicable Special
                                         Servicer, and (b) with respect to a Non-Specially Serviced Loan, (i) in the case of a
                                         Repurchase Request made by the applicable Special Servicer, the Directing Certificateholder
                                         or a Controlling Class Certificateholder, the applicable Master Servicer, and (ii) in
                                         the case of a Repurchase Request made by any Person other than the applicable Special
                                         Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A)
                                         prior to a Resolution Failure relating to such Non-Specially Serviced Loan, the applicable
                                         Master Servicer, and (B) from and after a Resolution Failure relating to such Non-Specially
                                         Serviced Loan, the applicable Special Servicer, in each case pursuant to Section 2.03(k)(iv).
 

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“Environmental
                                         Assessment”: An “environmental site assessment” as such term is defined
                                         in, and meeting the criteria of, the American Society of Testing Materials Standard Section
                                         E 1527-00, or any successor thereto.
 
“Environmental
                                         Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between
                                         the Mortgagor (or a guarantor thereof) and the originator of such Mortgage Loan relating
                                         to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental
                                         problems relating to the related Mortgaged Property.
 
“ERISA”:
                                         The Employee Retirement Income Security Act of 1974, as amended.
 
“ERISA
                                         Plan”: As defined in Section 5.03(t).
 
“ERISA
                                         Restricted Certificate”: Any Certificate (other than a Class R or Class V Certificate)
                                         that does not meet the requirements of Prohibited Transaction Exemption 96-22 (as such
                                         exemption may be amended from time to time) as of the date of the acquisition of such
                                         Certificate by a Plan. As of the Closing Date, each of the Class X-FG, Class X-H, Class
                                         X-J, Class F, Class G, Class H and Class J Certificates is an ERISA Restricted Certificate.
 
“Escrow
                                         Payment”: Any payment received by the applicable Master Servicer or the applicable
                                         Special Servicer for the account of any Mortgagor for application toward the payment
                                         of real estate taxes, assessments, insurance premiums, ground lease rents and similar
                                         items in respect of the related Mortgaged Property, including amounts for deposit to
                                         any reserve account.
 
“Euroclear”:
                                         The Euroclear System or any successor thereto.
 
“Excess
                                         Interest”: With respect to the ARD Loan, interest accrued on the ARD Loan after
                                         the Anticipated Repayment Date allocable to the Excess Rate, including all interest accrued
                                         thereon to the extent permitted by applicable law and the related Mortgage Loan documents.
                                         The Excess Interest shall not be an asset of either Trust REMIC, but rather shall be
                                         an asset of the Grantor Trust. 
 
“Excess
                                         Interest Certificates”: Any class of commercial mortgage pass-through certificates
                                         issued under this Agreement that are designated as evidencing an interest in the Excess
                                         Interest Grantor Trust Assets. The Class V Certificates shall be Excess Interest Certificates.
 
“Excess
                                         Interest Distribution Account”: The trust account or accounts created and maintained
                                         as a separate account or accounts (or as a subaccount of the Distribution Account) by
                                         the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled “Wells
                                         Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
                                         Trust, National Association, as Trustee, for the benefit of the registered holders of
                                         BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, the
                                         Class V Certificates and the RR Interest, Excess Interest Distribution Account”,
                                         and which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess
                                         Interest Distribution Account shall be held solely for the benefit of the Holders of
                                         the Class V Certificates and the RR
                                         
 

    -51-


     


    Interest. The Excess Interest Distribution Account
                                         shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor
                                         Trust. 
 
“Excess
                                         Interest Grantor Trust Assets”: The portion of the Trust Fund consisting of
                                         the Excess Interest, the Excess Interest Distribution Account and the proceeds thereof.
                                         
 
“Excess
                                         Modification Fee Amount”: With respect to any Master Servicer or Special Servicer,
                                         any Corrected Loan and any particular modification, waiver, extension or amendment with
                                         respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount
                                         equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related
                                         Mortgagor with respect to the related Mortgage Loan (including the related Serviced Companion
                                         Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and
                                         received and retained by the applicable Master Servicer or the applicable Special Servicer,
                                         as applicable, as compensation within the prior twelve (12) months of such modification,
                                         waiver, extension or amendment, but only to the extent those fees have not previously
                                         been deducted from a Workout Fee or Liquidation Fee.
 
“Excess
                                         Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced
                                         Mortgage Loan) or Serviced Whole Loan, the sum of (A) the excess, if any, of (i) any
                                         and all Modification Fees with respect to a modification, waiver, extension or amendment
                                         of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over
                                         (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement
                                         of Advances and interest on Advances to the extent not otherwise paid or reimbursed by
                                         the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees)
                                         outstanding or previously incurred on behalf of the Trust with respect to the related
                                         Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed from such Modification
                                         Fees and (B) expenses previously paid or reimbursed from Modification Fees as described
                                         in the preceding clause (A), which expenses have been recovered from the related Mortgagor
                                         or otherwise. With respect to each of the Master Servicers and the Special Servicers,
                                         the Excess Modification Fees collected and earned by such Person from the related Mortgagor
                                         (taken in the aggregate with any other Excess Modification Fees collected and earned
                                         by such Person from the related Mortgagor within the prior twelve (12) months of the
                                         collection of the current Excess Modification Fees) will be subject to a cap of 1.0%
                                         of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan,
                                         as applicable, on the closing date of the related modification, extension, waiver or
                                         amendment (after giving effect to such modification, extension, waiver or amendment)
                                         with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.
 
“Excess
                                         Prepayment Interest Shortfall”: For any Distribution Date, the Non-Retained
                                         Percentage of the Aggregate Excess Prepayment Interest Shortfall for such Distribution
                                         Date.


 


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

					  

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“Exchange
                                         Act”: The Securities Exchange Act of 1934, as amended from time to time and
                                         the rules and regulations of the Commission thereunder.
 
“Excluded
                                         Controlling Class Holder”: With respect to any Excluded Controlling Class Loan,
                                         the Directing Certificateholder or any Controlling Class Certificateholder, as applicable,
                                         that is a Borrower Party with respect to such Excluded Controlling Class Loan. Promptly
                                         upon obtaining actual knowledge of the Directing Certificateholder or any Controlling
                                         Class Certificateholder becoming an “Excluded Controlling Class Holder”, such
                                         Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall
                                         provide notice in the form of Exhibit P-1E hereto to the applicable Master Servicer,
                                         the applicable Special Servicer, the Operating Advisor, the Trustee and the Certificate
                                         Administrator, which notice shall be physically delivered in accordance with Section
                                         13.05 of this Agreement and shall specifically identify the Excluded Controlling
                                         Class Holder and the subject Excluded Controlling Class Loan. Additionally, any Excluded
                                         Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
                                         in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink
                                         User ID associated with such Excluded Controlling Class Holder, and which notice shall
                                         direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
                                         access to the Certificate Administrator’s Website as and to the extent provided
                                         in this Agreement. As of the Closing Date, there are no Excluded Controlling Class Holders
                                         related to the Trust.
 
“Excluded
                                         Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which,
                                         as of any date of determination, the Directing Certificateholder or any Controlling Class
                                         Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan
                                         or Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole
                                         Loan is also not an Excluded Loan as to either the Directing Certificateholder or the
                                         Holder of the majority of the Controlling Class. As of the Closing Date, there are no
                                         Excluded Controlling Class Loans related to the Trust.
 
“Excluded
                                         Information”: With respect to any Excluded Controlling Class Loan, any information
                                         solely related to such Excluded Controlling Class Loan, which shall include any Asset
                                         Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports
                                         related to Specially Serviced Loans prepared by the applicable Special Servicer or any
                                         Excluded Special Servicer and which may include any Operating Advisor reports delivered
                                         to the Certificate Administrator regarding a Special Servicer’s net present value
                                         determination or any Appraisal Reduction Amount calculations delivered pursuant to Section
                                         3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered
                                         by the Trustee, the applicable Master Servicer or the applicable Special Servicer, supporting
                                         any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
                                         or such other information and reports designated as Excluded Information by the applicable
                                         Special Servicer, the applicable Master Servicer or the Operating Advisor, as applicable,
                                         but in each case other than information with respect to such Excluded Controlling Class
                                         Loan that is aggregated with information of other Mortgage Loans at a pool level. For
                                         the avoidance of doubt, any file or report contained in the CREFC®
                                         Investor Reporting Package (CREFC® IRP) (other than the CREFC®
                                         Special Servicer Loan File relating to any Excluded Controlling Class Loan) and
                                         any Schedule AL Additional File shall not be considered “Excluded Information”.
                                         Each of the Master Servicers, the Special Servicers and the Operating Advisor shall deliver
                                         any Excluded Information to the Certificate 
 

    -53-


     


    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”: With respect to (a) the Directing Certificateholder or (except for purposes
                                         of determining whether a Servicing Shift Whole Loan is an Excluded Loan in respect of
                                         the related Loan-Specific Directing Certificateholder) the Holder of the majority of
                                         the Controlling Class, any Mortgage Loan or Whole Loan if, as of any date of determination,
                                         the Directing Certificateholder or the Holder of the majority of the Controlling Class
                                         is a Borrower Party or (b) the Risk Retention Consultation Party or the Holder of the
                                         majority of the RR Interest, any Mortgage Loan or Whole Loan if, as of any date of determination,
                                         the Risk Retention Consultation Party or the Holder of the majority of the RR Interest
                                         is a Borrower Party. For the avoidance of doubt, any Excluded Loan as to either the Directing
                                         Certificateholder or the Holder of the majority of the Controlling Class is also an Excluded
                                         Controlling Class Loan. As of the Closing Date, there are no Excluded Loans related to
                                         the Trust.
 
“Excluded
                                         Special Servicer”: With respect to any Excluded Special Servicer Loan, a replacement
                                         special servicer that is not a Borrower Party and satisfies all of the eligibility requirements
                                         applicable to the Special Servicers set forth in Section 7.01(g). As of the Closing
                                         Date, there are no Excluded Special Servicers related to the Trust.
 
“Excluded
                                         Special Servicer Information”: With respect to any Excluded Special Servicer
                                         Loan, any information solely related to such Excluded Special Servicer Loan and/or the
                                         related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset
                                         Status Reports (or summaries thereof), any Operating Advisor reports delivered to the
                                         Certificate Administrator regarding an Excluded Special Servicer’s net present
                                         value determination or any Appraisal Reduction Amount calculations delivered pursuant
                                         to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates
                                         delivered by the applicable Master Servicer or the applicable Excluded Special Servicer
                                         supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
                                         Advance, or such other information and reports designated as Excluded Special Servicer
                                         Information by the applicable Excluded Special Servicer, the applicable Master Servicer
                                         or the Operating Advisor, as applicable, in each case, other than information with respect
                                         to such Excluded Special Servicer Loan(s) that is aggregated with information with respect
                                         to the other Mortgage Loans at a pool level. For the avoidance of doubt, any file or
                                         report contained in the CREFC® Investor Reporting Package (CREFC®
                                         IRP) (other than the CREFC® Special Servicer Loan File relating
                                         to any Excluded Special Servicer Loan) and any Schedule AL Additional File shall not
                                         be considered “Excluded Special Servicer Information”.
 
“Excluded
                                         Special Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect
                                         to which, as of any date of determination, the applicable Special Servicer obtains knowledge
                                         that it has become a Borrower Party. For the avoidance of doubt, there are no Excluded
                                         Special Servicer Loans related to the Trust as of the Closing Date.


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

					  


					 
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“Fannie
                                         Mae”: Federal National Mortgage Association or any successor thereto.
 
“FDIC”:
                                         Federal Deposit Insurance Corporation or any successor thereto.
 
“Final
                                         Asset Status Report”: With respect to any Specially Serviced Loan, each related
                                         Asset Status Report, together with such other data or supporting information provided
                                         by the applicable Special Servicer to the Directing Certificateholder or the Risk Retention
                                         Consultation Party which does not include any communication (other than the related Asset
                                         Status Report) between the applicable Special Servicer and Directing Certificateholder
                                         or the Risk Retention Consultation Party with respect to such Specially Serviced Loan;
                                         provided that, with respect to any Mortgage Loan other than an Excluded Loan as
                                         to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
                                         so long as no Control Termination Event has occurred and is continuing, no Asset Status
                                         Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder
                                         has either finally approved of and consented to the actions proposed to be taken in connection
                                         therewith, or has exhausted all of its rights of approval and consent pursuant to Section
                                         3.19, or has been deemed to have approved or consented to such action or the Asset
                                         Status Report is otherwise implemented by the applicable Special Servicer in accordance
                                         with this Agreement. In addition, after the occurrence and during the continuance of
                                         a Control Termination Event, no Asset Status Report shall be a Final Asset Status Report
                                         unless and until the Operating Advisor is consulted with on a non-binding basis or deemed
                                         to have been consulted with pursuant to this Agreement. No such consultation shall be
                                         required prior to a Control Termination Event and, during such period, the Operating
                                         Advisor is only required to review Final Asset Status Reports delivered to it by the
                                         Special Servicers; provided that the Operating Advisor shall be required to request
                                         delivery of a Final Asset Status Report to the extent it has actual knowledge of such
                                         Final Asset Status Report. Each Final Asset Status Report shall be labeled or otherwise
                                         identified or communicated as being final by the applicable special servicer.
 
“Final
                                         Dispute Resolution Election Notice”: As defined in Section 2.03(l)(iii).
 
“Final
                                         Recovery Determination”: A reasonable determination by the applicable Special
                                         Servicer, in consultation with the Directing Certificateholder if related to a Mortgage
                                         Loan other than an Excluded Loan as to the Directing Certificateholder and made prior
                                         to the occurrence and continuance of a Consultation Termination Event, with respect to
                                         any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan
                                         or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that
                                         was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 5 of the applicable
                                         Mortgage Loan Purchase Agreement, (ii) the applicable Special Servicer or other person
                                         pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant
                                         to Section 3.16 or (iii) the applicable Master Servicer, the applicable Special
                                         Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates
                                         pursuant to Section 9.01) that there has been a recovery of all Insurance and
                                         Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or
                                         recoveries that, in the applicable Special Servicer’s judgment, which judgment
                                         was exercised without regard to any obligation of such Special Servicer to make payments
                                         from its own funds pursuant to Section 3.07(b), will ultimately be recoverable.
                                         With respect to all Mortgage Loans other than Excluded Loans with respect to the Directing
                                         Certificateholder or the Holder of the majority of the Controlling Class, prior to the
                                         occurrence and continuance of any Control 
 

    -55-


     


    Termination Event, the Directing Certificateholder
                                         shall have ten (10) Business Days to review and approve each such recovery determination
                                         by the applicable Special Servicer; provided, however, that if the Directing
                                         Certificateholder fails to approve or disapprove any recovery determination within ten
                                         (10) Business Days of receipt of the initial recovery determination, such consent shall
                                         be deemed given.
 
“Fitch”:
                                         Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor
                                         remains in existence, “Fitch” shall be deemed to refer to such other NRSRO
                                         or other comparable Person reasonably designated by the Depositor, notice of which designation
                                         shall be given to the Trustee, the Certificate Administrator, each Master Servicer, the
                                         Directing Certificateholder and each Special Servicer, and specific ratings of Fitch
                                         herein referenced shall be deemed to refer to the equivalent ratings of the party so
                                         designated.
 
“Ford
                                         Factory Intercreditor Agreement”: The Agreement Between Note Holders, dated
                                         as of March 29, 2019, by and between the holders of the respective promissory notes evidencing
                                         the Ford Factory Whole Loan, setting forth the relative rights of such holders, as the
                                         same may be amended in accordance with the terms thereof.
 
“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
                                                                                                                                                                                                                                                                              Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage
                                                                                                                                                                                                                                                                              Loan), the excess of (i) Liquidation Proceeds net of any related Liquidation Expenses
                                                                                                                                                                                                                                                                              (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan
                                                                                                                                                                                                                                                                              pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such
                                                                                                                                                                                                                                                                              Mortgage Loan on the date on which Liquidation Proceeds were received. Gain-on-Sale Proceeds
                                                                                                                                                                                                                                                                              shall exclude any amounts allocated as a Yield Maintenance Charge, Prepayment Premium,
                                                                                                                                                                                                                                                                              recovery of any late payment charges and default interest or recovery of any assumption
                                                                                                                                                                                                                                                                              fees and Modification Fees pursuant to Sections 3.02(a)   – (c).
 
“Gain-on-Sale
                                         Remittance Amount”: With respect to each Distribution Date, an amount equal
                                         to the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account on such
                                         Distribution Date, and (ii) the Non-Retained Percentage of the Aggregate Gain-on-Sale
                                         Entitlement Amount.
 
“Gain-on-Sale
                                         Reserve Account”: A custodial account or accounts (or subaccount of the Distribution
                                         Account) created and maintained by the Certificate Administrator, pursuant to Section
                                         3.04(e) on behalf of the Trustee for the benefit of the Certificateholders (other
                                         than the Holders of the RR Interest), which shall initially be entitled “Wells Fargo
                                         Bank, National
                      Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee,
                      for the benefit of the registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates,
                      Series 2019-BNK19, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or
                      a subaccount of an Eligible Account.
 

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“General
                                         Master Servicer”: Wells Fargo Bank, National Association, and its successors
                                         in interest and assigns, or any successor thereto (as General Master Servicer) appointed
                                         as provided herein.
 
“General
                                         Special Servicer”: LNR Partners, LLC, a Florida limited liability company, and
                                         its successors in interest and assigns, or any successor special servicer appointed as
                                         provided herein (including with respect to any Excluded Special Servicer Loan, if any,
                                         the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement,
                                         as applicable and as the context may require).
 
“Grace
                                         Period”: The number of days before a payment default is an event of default
                                         under the related Mortgage Loan.
 
“Grand
                                         Canal Shoppes Intercreditor Agreement”: The Agreement Between Note Holders,
                                         dated as of July 3, 2019, by and between the holders of the respective promissory notes
                                         evidencing the Grand Canal Shoppes Whole Loan, setting forth the relative rights of such
                                         holders, as the same may be amended in accordance with the terms thereof.
 
“Grantor
                                         Trust”: A segregated asset pool within the Trust Fund treated as a “grantor
                                         trust” under subpart E, part I of subchapter J of the Code, consisting of the assets
                                         described in the Preliminary Statement hereto. 
 
“Ground
                                         Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest
                                         in the related Mortgaged Property and any estoppels or other agreements executed and
                                         delivered by the ground lessor in favor of the lender under the Mortgage Loan.
 
“GSMS
                                         2019-GC39 Pooling and Servicing Agreement”: The pooling and servicing agreement,
                                         dated as of May 1, 2019, among GS Mortgage Securities Corporation II, as depositor, Midland
                                         Loan Services, a Division of PNC Bank, National Association, as master servicer, KeyBank
                                         National Association, as special servicer, Wells Fargo Bank, National Association, as
                                         certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating
                                         advisor and as asset representations reviewer.
 
“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.
 


					 “Hudson
                                         Yards 2019-30HY Trust and Servicing Agreement”: The trust and servicing agreement,
                                         dated as of July 6, 2019, among Deutsche Mortgage & Asset Receiving Corporation,
                                         as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC,
                                         as special servicer and Wells Fargo Bank, National Association, as certificate administrator,
                                         and Wilmington Trust, National Association, as trustee.


 


					 
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“Independent”:
                                         When used with respect to any accountants, a Person who is “independent” within
                                         the meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
                                         respect to any specified Person, any such Person who (i) is in fact independent of the
                                         Trustee, the Certificate Administrator, the Depositor, each Master Servicer, each Special
                                         Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the
                                         Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
                                         or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset
                                         Representations Reviewer and all Affiliates thereof, (ii) does not have any material
                                         direct financial interest in or any material indirect financial interest in any of the
                                         Trustee, the Certificate Administrator, the Depositor, each Master Servicer, each Special
                                         Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the
                                         Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
                                         or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset
                                         Representations Reviewer or any Affiliate thereof and (iii) is not connected with the
                                         Trustee, the Certificate Administrator, the Depositor, each Master Servicer, each Special
                                         Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the
                                         Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
                                         or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset
                                         Representations Reviewer or any Affiliate thereof as an officer, employee, promoter,
                                         underwriter, trustee, partner, director or Person performing similar functions; provided,
                                         however, that a Person shall not fail to be Independent of the Trustee, the Certificate
                                         Administrator, the Depositor, the Master Servicers, the Special Servicers, the Directing
                                         Certificateholder, the Risk Retention Consultation Party, the Companion Holders or any
                                         Affiliate thereof merely because such Person is the beneficial owner of 1% or less of
                                         any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor,
                                         either Master Servicer, either Special Servicer, the Operating Advisor, the Asset Representations
                                         Reviewer, the Directing Certificateholder, the Risk Retention Consultation Party, the
                                         Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership
                                         constitutes less than 1% of the total assets of such Person. For the avoidance of doubt,
                                         the exception in the proviso above for ownership of 1% or less of any Class of Certificates
                                         shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.
 
“Independent
                                         Contractor”: Either (i) any Person that would be an “independent contractor”
                                         with respect to the Trust within the meaning of Section 856(d)(3) of the Code if the
                                         Trust were a real estate investment trust (except that the ownership test set forth in
                                         that Section shall be considered to be met by any Person that owns, directly or indirectly,
                                         35% or more of any Class of Certificates, or such other interest in any Class of Certificates
                                         as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee,
                                         the Certificate Administrator, either Master Servicer, any Companion Holder or the Trust,
                                         delivered to the Trustee, any Companion Holder, the Certificate Administrator and the
                                         Master Servicers), so long as the Trust does not receive or derive any income from such
                                         Person and provided that the relationship between such Person and the Trust is
                                         at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)
                                         (except that none of the Master Servicers or the Special Servicers
                                         shall be considered to be an Independent Contractor under the definition in this clause
                                         (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate
                                         Administrator to that effect) or (ii) any other Person (including a Master Servicer or
                                         a Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating
                                         Advisor and the Master Servicers of an Opinion of Counsel, which shall be at no expense
                                         to the Trustee, the Certificate Administrator, the Master Servicers, the Operating Advisor
                                         or the Trust, to the effect 
 

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    that the taking of any action in respect of any REO Property
                                         by such Person, subject to any conditions therein specified, that is otherwise herein
                                         contemplated to be taken by an Independent Contractor will not cause such REO Property
                                         to cease to qualify as “foreclosure property” within the meaning of Section
                                         860G(a)(8) of the Code or cause any income realized in respect of such REO Property to
                                         fail to qualify as Rents from Real Property.
 
“Initial
                                         Cure Period”: As defined in Section 2.03(b).
 
“Initial
                                         Purchasers”: Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley
                                         & Co. LLC., Academy Securities, Inc. and Drexel Hamilton, LLC.
 
“Initial
                                         Requesting Certificateholder”: The first Certificateholder or Certificate Owner
                                         (in either case, other than a Holder of the RR Interest) to deliver a Certificateholder
                                         Repurchase Request as described in Section 2.03(k) with respect to a Mortgage
                                         Loan. For the avoidance of doubt, there may not be more than one Initial Requesting Certificateholder
                                         with respect to any Mortgage Loan. A Holder of an RR Interest may not be an Initial Requesting
                                         Certificateholder.
 
“Initial
                                         Schedule AL Additional File”: The data file prepared by or on behalf of the
                                         Depositor containing additional information or schedules regarding data points in the
                                         Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item
                                         601(b)(103) of Regulation S-K under the Securities Act and filed as Exhibit 103 to the
                                         Form ABS-EE incorporated by reference into the Prospectus.
 
“Initial
                                         Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor
                                         containing the information required by Item 1111(h)(3) or Item 1125 or Regulation AB
                                         or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102
                                         to the Form ABS-EE incorporated by reference into the Prospectus.
 
“Initial
                                         Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing
                                         Agreement with either Master Servicer as of the Closing Date, the Sub-Servicer under
                                         any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit
                                         FF is an Initial Sub-Servicer.
 
“Initial
                                         Sub-Servicing Agreement”: Any Sub-Servicing Agreement in effect as of the Closing
                                         Date.
 
“Inquiry”
                                         and “Inquiries”: As each is defined in Section 4.07(a).
 
“Institutional
                                         Accredited Investor”: An institutional investor which is an “accredited
                                         investor” within the meaning of paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation
                                         D under the Act or any entity in which all of the equity owners come within such paragraphs.
                                         


					 
 
“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


 


					 
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accordance with the Servicing Standard (and in the case of any Mortgage Loan with
                                         a related Companion Loan, to the extent any portion of such proceeds are received by
                                         the applicable Master Servicer or Certificate Administrator in connection with such Mortgage
                                         Loan, pursuant to the allocations set forth in the related Intercreditor Agreement) and
                                         the REMIC Provisions.
 
“Insurance
                                         Policy”: With respect to any Mortgage Loan, any hazard insurance policy, flood
                                         insurance policy, title policy or other insurance policy that is maintained from time
                                         to time in respect of such Mortgage Loan or the related Mortgaged Property.
 
“Insurance
                                         Summary Report”: With respect to each Mortgage Loan, a report or other summary
                                         prepared either by the related Mortgage Loan Seller or a third party insurance consultant
                                         on behalf of the related Mortgage Loan Seller that provides a summary of all insurance
                                         policies covering the related Mortgaged Property(ies), identifying the insurance provider,
                                         applicable ratings of each such provider and the amount of coverage and any applicable
                                         deductible.
 
“Intercreditor
                                         Agreement”: (a) Each of the Grand Canal Shoppes Intercreditor Agreement, the
                                         Waterford Lakes Town Center Intercreditor Agreement, the 350 Bush Street Intercreditor
                                         Agreement, the Nova Place Intercreditor Agreement, the 30 Hudson Yards Intercreditor
                                         Agreement, the Moffett Towers - Buildings 3 & 4 Intercreditor Agreement, The Alhambra
                                         Intercreditor Agreement, the Ford Factory Intercreditor Agreement, the 450-460 Park Avenue
                                         South Intercreditor Agreement, the Eleven Seventeen Perimeter Intercreditor Agreement
                                         and the Polo Towne Crossing SC Intercreditor Agreement, (b) any intercreditor agreement,
                                         co-lender agreement or similar agreement entered into with a subordinate debt holder
                                         or 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 and (c) solely with respect to a Joint Mortgage
                                         Loan treated as a Serviced Whole Loan in accordance with Section 3.30 hereof (to
                                         the extent there is no related Intercreditor Agreement governing the relationship of
                                         the promissory notes comprising such Joint Mortgage Loan), the applicable Mortgage Loan
                                         documents together with the provisions of Section 3.30 hereof.
 
“Interest
                                         Accrual Amount”: With respect to any Distribution Date and any Class of Regular
                                         Certificates (other than the RR Interest), the amount of interest for the related Interest
                                         Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the
                                         Certificate Balance or Notional Amount, as applicable, for such Class immediately prior
                                         to that Distribution Date. Calculations of interest for each Interest Accrual Period
                                         will be made on 30/360 basis.


 


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


 


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


					  

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Date, less (B) any Excess Prepayment Interest Shortfall allocated
                                         to such Class of Certificates (other than the RR Interest) on such Distribution Date.
 
For
                                         purposes of clause (B) above, the Excess Prepayment Interest Shortfall, if any,
                                         for each Distribution Date shall be allocated to each Class of Regular Certificates (other
                                         than the RR Interest) in an amount equal to the product of (i) the amount of such Excess
                                         Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest
                                         Accrual Amount for such Class for such Distribution Date and the denominator of which
                                         is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates (other
                                         than the RR Interest) for such Distribution Date.
 
“Interest
                                         Reserve Account”: The trust account or subaccount of the Distribution Account
                                         created and maintained by the Certificate Administrator pursuant to Section 3.04(b)
                                         initially in the name of “Wells Fargo Bank, National Association, as Certificate
                                         Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the
                                         benefit of the registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019- BNK19, Interest Reserve Account”, into which the amounts
                                         set forth in Section 3.21 shall be deposited directly and which must be an Eligible
                                         Account or subaccount of an Eligible Account.
 
“Interest
                                         Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates
                                         (other than the RR Interest), the sum of (a) the portion of the Interest Distribution
                                         Amount for such Class of Certificates remaining unpaid as of the close of business on
                                         the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i)
                                         other than in the case of Class X Certificates, one month’s interest on that amount
                                         remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates for
                                         the current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s
                                         interest on that amount remaining unpaid at the Weighted Average Net Mortgage Rate for
                                         such Distribution Date.
 
“Interested
                                         Person”: As of the date of any determination, the Depositor, any Master Servicer,
                                         any Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
                                         Certificate Administrator, the Trustee, the Directing Certificateholder, the Risk Retention
                                         Consultation Party, any Sponsor, any Borrower Party, any Independent Contractor engaged
                                         by a Special Servicer, or any known Affiliate of any of the preceding entities. With
                                         respect to a Whole Loan, if it is a Defaulted Loan, the Depositor, any Master Servicer,
                                         any Special Servicer (or any Independent Contractor engaged by such Special Servicer),
                                         or the trustee for the securitization of a Companion Loan, and each related Companion
                                         Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate
                                         of any such party described above.
 
“Investment
                                         Account”: As defined in Section 3.06(a).


 


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


 


“Investor-Based
                                         Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified
                                         professional asset managers”), PTCE 91-38 (for transactions by bank collective investment
                                         funds), PTCE 90-1 (for transactions by insurance company pooled separate

					  

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accounts), PTCE
                                         95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions
                                         effected by “in-house asset managers”) or a similar exemption under Similar
                                         Law.
 
“Investor
                                         Certification”: A certificate (which may be in electronic form) substantially
                                         in the form of Exhibit P-1A, Exhibit P-1B, Exhibit P-1C or Exhibit
                                         P-1D to this Agreement or in the form of an electronic certification contained on
                                         the Certificate Administrator’s Website (which may be a click-through confirmation),
                                         representing (i) that such Person executing the certificate is a Certificateholder, the
                                         Directing Certificateholder or the Risk Retention Consultation Party (in either case,
                                         to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate,
                                         a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor,
                                         manager or other representative of the foregoing), (ii) that either (a) such Person is
                                         the Risk Retention Consultation Party or is not a Borrower Party, in which case such
                                         Person shall have access to all the reports and information made available to Certificateholders
                                         via the Certificate Administrator’s Website hereunder, or (b) such Person is a
                                         Borrower Party in which case (1) if such Person is the Directing Certificateholder or
                                         a Controlling Class Certificateholder, such Person shall have access to all the reports
                                         and information made available to Certificateholders via the Certificate Administrator’s
                                         Website hereunder other than any Excluded Information as set forth herein, or (2) if
                                         such Person is the Risk Retention Consultation Party, such Person shall have access to
                                         all the reports and information made available to Certificateholders via the Certificate
                                         Administrator’s Website hereunder, or (3) if such Person is not the Directing
                                         Certificateholder, a Controlling Class Certificateholder or the Risk Retention Consultation
                                         Party, such Person shall only receive access to the Distribution Date Statements to Certificateholders
                                         prepared by the Certificate Administrator, (iii) (other than with respect to a Companion
                                         Holder) that such Person has received a copy of the final Prospectus and (iv) such Person
                                         agrees to keep any Privileged Information confidential and will not violate any securities
                                         laws; provided, however, that any Excluded Controlling Class Holder (i)
                                         shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
                                         of this Agreement any Excluded Information relating to any Excluded Controlling Class
                                         Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party
                                         (if such Excluded Information is not otherwise available to such Excluded Controlling
                                         Class Holder via the Certificate Administrator’s Website on account of it constituting
                                         Excluded Information) and (ii) shall be considered a Privileged Person for all other
                                         purposes, except with respect to its ability to obtain information with respect to any
                                         related Excluded Controlling Class Loan. The Certificate Administrator may require that
                                         Investor Certifications be re-submitted from time to time in accordance with its policies
                                         and procedures and shall restrict access to the Certificate Administrator’s Website
                                         to any mezzanine lender upon notice from any party to this Agreement that such mezzanine
                                         lender has become an Accelerated Mezzanine Loan Lender.
 
“Investor
                                         Q&A Forum”: As defined in Section 4.07(a).


 


“Investor
                                         Registry”: As defined in Section 4.07(b).
 
“Joint
                                         Mortgage Loan”: Any Mortgage Loan originated by more than one Mortgage Loan
                                         Seller. As of the Closing Date, the Grand Canal Shoppes Mortgage Loan is the only Joint
                                         Mortgage Loan related to the Trust.

 

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“KBRA”:
                                         Kroll Bond Rating Agency, Inc., and its successors in interest. If neither KBRA nor any
                                         successor remains in existence, “KBRA” shall be deemed to refer to such other
                                         NRSRO or other comparable Person reasonably designated by the Depositor, notice of which
                                         designation shall be given to the Trustee, the Certificate Administrator, each Master
                                         Servicer, the Directing Certificateholder and each Special Servicer and specific ratings
                                         of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party
                                         so designated.
 
“Late
                                         Collections”: With respect to any Mortgage Loan, Whole Loan or Companion Loan,
                                         all amounts received thereon prior to the related Determination Date, whether as payments,
                                         Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent
                                         late payments or collections of principal or interest due in respect of such Mortgage
                                         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 either 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 either Special Servicer,
                                         either Master Servicer, the Holder of the majority of the Controlling Class or the Holders
                                         of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder
                                         in exchange for its Certificates pursuant
                                         to Section 9.01; or (vi) such Mortgage Loan is sold by either Special Servicer
                                         pursuant to the terms of this Agreement.


 


“Liquidation
                                         Expenses”: All customary, reasonable and necessary “out of pocket”
                                         costs and expenses incurred by either Special Servicer in connection with a liquidation
                                         of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
 

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Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal
                                         fees and expenses, committee or referee fees and, if applicable, brokerage commissions
                                         and conveyance taxes).
 
“Liquidation
                                         Fee”: A fee payable to (A) the Master Servicer with respect to each Mortgage
                                         Loan and each related Serviced Companion Loan (other than a Non-Serviced Mortgage Loan)
                                         with respect to which the Master Servicer is acting as Enforcing Servicer and obtains
                                         Liquidation Proceeds described in clauses (iv) or (vii) of the definition
                                         thereof and (B) the Special Servicer with respect to (x) each Non-Specially Serviced
                                         Loan and each related Companion Loan with respect to which the Special Servicer acts
                                         as Enforcing Servicer, (y) each Specially Serviced Loan and (z) REO Property (except
                                         with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer obtains
                                         (i) a full, partial or discounted payoff from the related Mortgagor, (ii) any Liquidation
                                         Proceeds or Insurance and Condemnation Proceeds or (iii) Loss of Value Payments, or REO
                                         Property (in any case, other than amounts for which a Workout Fee has been paid, or will
                                         be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such
                                         full, partial or discounted payoff or other partial payment or the Liquidation Proceeds
                                         or Insurance and Condemnation Proceeds or Loss of Value Payments (net of the related
                                         costs and expenses associated with the related liquidation) related to such liquidated
                                         Mortgage Loan or REO Property, as the case may be; provided, however, that
                                         no Liquidation Fee shall be payable with respect to (a) the purchase of the Specially
                                         Serviced Loan by either Special Servicer or any Affiliate thereof (except if such Affiliate
                                         purchaser is the Directing Certificateholder or any Affiliate thereof; provided,
                                         however, that prior to a Control Termination Event, if the Directing Certificateholder
                                         or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days
                                         after applicable Special Servicer delivers to the Directing Certificateholder for its
                                         approval the initial Asset Status Report with respect to such Specially Serviced Loan,
                                         such Special Servicer will not be entitled to a Liquidation Fee in connection with such
                                         purchase by the Directing Certificateholder or its Affiliates), (b) any event described
                                         in clause (iv) 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) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion
                                         Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty
                                         or for a defective or deficient mortgage loan documentation under an Other Pooling and
                                         Servicing Agreement within the time period (or extension thereof) provided for such repurchase
                                         or such repurchase occurs prior to the termination of the extended resolution period
                                         provided therein or (y) a purchase of such Serviced Companion Loan by any applicable
                                         party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar
                                         liquidation of the Other Securitization,
                                         or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely
                                         because of a Servicing Transfer Event described in clause (i) or (ii) of
                                         the definition of “Servicing Transfer Event”, Liquidation Proceeds are received
                                         within ninety (90) days following the related Maturity Date as a result of such Mortgage
                                         Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the
                                         event that a Liquidation Fee is not payable due to the application of any of clauses
                                         (a) through (e) above, each Special Servicer may 
 

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    still
collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited
by, the related loan documents); provided that the Liquidation Fee with respect to any Mortgage Loan will be reduced by
the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage
Loan and any related Companion Loan, as applicable, or REO Property and received by the applicable Special Servicer or the applicable
Master Servicer, as applicable, as compensation within the prior twelve (12) months, but only to the extent those fees have not
previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection with a Loss
of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within 90
days of receipt of notice of a breach (and giving effect to an extension period of 90 days).
 
“Liquidation
                                         Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (and each
                                         related Serviced Companion Loan) and REO Property; provided that if such rate
                                         would result in an aggregate Liquidation Fee less than $25,000, then the Liquidation
                                         Fee Rate will be equal to such rate as would result in an aggregate Liquidation Fee equal
                                         to $25,000.
 
“Liquidation
                                         Proceeds”: Cash amounts received by or paid to either Master Servicer or either
                                         Special Servicer in connection with: (i) the liquidation (including a payment in full)
                                         of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
                                         or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure
                                         sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released
                                         to the related Mortgagor in accordance with applicable law and the terms and conditions
                                         of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment
                                         obtained against a Mortgagor; (iii) any sale of (A) a Specially Serviced Loan pursuant
                                         to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b);
                                         (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
                                         to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially
                                         Serviced Loan or REO Property by the Holder of the majority of the Controlling Class,
                                         either Special Servicer, either Master Servicer or the Holders of the Class R Certificates
                                         pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property
                                         by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender
                                         pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the
                                         transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection
                                         Accounts in accordance with Section 3.05(g) of this Agreement (provided
                                         that, for the purpose of determining the amount of the Liquidation Fee (if any) payable
                                         to the applicable Master Servicer or applicable Special Servicer, as applicable, in connection
                                         with such Loss of Value Payment, the full amount of such Loss of Value Payment shall
                                         be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee
                                         (if any) is payable as of such time such Loss of Value Payment is made by the applicable
                                         Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation
                                         Proceeds shall refer to such portion of Liquidation Proceeds to
                                         the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable,
                                         pursuant to the terms of the related Intercreditor Agreement.


 



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




 

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Specific Directing Certificateholder with respect to
                                         the related Servicing Shift Whole Loan will be the holder of the related Controlling
                                         Companion Loan. On and after the applicable Servicing Shift Securitization Date, there
                                         will be no Loan-Specific Directing Certificateholder under this Agreement with respect
                                         to the related Servicing Shift Whole Loan. Morgan Stanley Mortgage Capital Holdings LLC
                                         is the Loan-Specific Directing Certificateholder with respect to the Polo Towne Crossing
                                         SC Whole Loan. 
 
“Loss
                                         of Value Payment”: As defined in Section 2.03(b) of this Agreement.
 
“Loss
                                         of Value Reserve Fund”: The “outside reserve fund” (within the meaning
                                         of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section
                                         3.04(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
                                         Fund but not part of the Grantor Trust or any Trust REMIC.
 
“Lower-Tier
                                         Distribution Amount”: As defined in Section 4.01(c).
 
“Lower-Tier
                                         Principal Amount”: With respect to any Class of Lower-Tier Regular Interests,
                                         (i) on or prior to the first Distribution Date, an amount equal to the Original Lower-Tier
                                         Principal Amount of such Class as specified in the Preliminary Statement hereto, and
                                         (ii) as of any date of determination after the first Distribution Date, an amount equal
                                         to the Certificate Balance of the Class of Related Certificates on the Distribution Date
                                         immediately prior to such date of determination (determined as adjusted pursuant to Section
                                         1.02(iii)), and as set forth in Section 4.01(c)).
 
“Lower-Tier
                                         Regular Interests”: Any of the Class LA1, Class LASB, Class LA2, Class LA3,
                                         Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class
                                         LJ and LRR Uncertificated Interests. 
 
“Lower-Tier
                                         REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, which
                                         consist of the Mortgage Loans (exclusive of Excess Interest and the proceeds thereof,
                                         any REO Property with respect thereto (or an allocable portion thereof, in the case of
                                         any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property
                                         with respect to a Non-Serviced Whole Loan, such amounts as shall from time to time be
                                         held in the Collection Accounts (other than with respect to any Companion Loan), the
                                         related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale
                                         Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Lower-Tier
                                         REMIC Distribution Account, and all other properties included in the Trust Fund that
                                         are not in the other Trust REMIC or the Grantor Trust, except for the Loss of Value Reserve
                                         Fund.
 
“Lower-Tier
                                         REMIC Distribution Account”: The segregated account, accounts or sub-accounts
                                         created and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant
                                         to Section 3.04(b) in trust for the Certificateholders, which shall initially
                                         be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
                                         on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the
                                         registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-BNK19, Lower-Tier REMIC Distribution Account”. Any such account, accounts
                                         or sub-accounts shall be an Eligible Account.
 

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“LRR
                                         Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier
                                         REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
                                         Principal Amount and per annum rate of interest set forth in the Preliminary Statement
                                         hereto.
 
“LTV
                                         Ratio”: With respect to any Mortgage Loan, as of any date of determination,
                                         a fraction, expressed as a percentage, the numerator of which is the scheduled principal
                                         balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on
                                         such Mortgage Loan prior to that date), and the denominator of which is the Appraised
                                         Value of the related Mortgaged Property.
 
“MAI”:
                                         Member of the Appraisal Institute.
 
“Major
                                         Decision”: As defined in Section 6.08(a).
 
“Master
                                         Servicer”: With respect to (a) any Mortgage Loan (other than an NCB Mortgage
                                         Loan) and any related Serviced Companion Loan, any REO Property acquired by the Trust
                                         with respect to a Mortgage Loan (other than an NCB Mortgage Loan) and any matters relating
                                         to the foregoing, the General Master Servicer and (b) any NCB Mortgage Loan, any REO
                                         Property acquired by the Trust with respect to an NCB Mortgage Loan and any matters relating
                                         to the foregoing, the NCB Master Servicer.
 
“Master
                                         Servicer Decision”: As defined in Section 3.18(m).
 
“Material
                                         Defect”: With respect to any Mortgage Loan, a Defect in any Mortgage File or
                                         a Breach, which Defect or Breach, as the case may be, materially and adversely affects
                                         the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests
                                         of the Trustee or any Certificateholder therein or causes such Mortgage Loan to be other
                                         than a Qualified Mortgage.
 
“Maturity
                                         Date”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of
                                         any date of determination, the date on which the last payment of principal is due and
                                         payable under the related Mortgage Note, after taking into account all Principal Prepayments
                                         received prior to such date of determination, but without giving effect to (i) any acceleration
                                         of the principal of such Mortgage Loan, Whole Loan or Companion Loan by reason of default
                                         thereunder or (ii) any Grace Period permitted by the related Mortgage Note.
 
“Mediation
                                         Rules”: As defined in Section 2.03(m)(i).
 
“Mediation
                                         Services Provider”: As defined in Section 2.03(m)(i).


 



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


					  
“MFTII
                                         2019-B3B4 Trust and Servicing Agreement”: The trust and servicing agreement,
                                         dated as of July 11, 2019, among Barclays Commercial Mortgage Securities LLC, as depositor,
                                         KeyBank National Association, as servicer, Situs Holdings, LLC, as special servicer and
                                         Wells Fargo Bank, National Association, as certificate administrator and as trustee.

 

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“Modification
                                         Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage
                                         Loan) or Serviced Companion 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 applicable Master Servicer or the applicable Special Servicer,
                                         as applicable (other than all assumption fees, assumption application fees, consent fees,
                                         defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).
 
“Moffett
                                         Towers - Buildings 3 & 4 Intercreditor Agreement”: The Co-Lender Agreement,
                                         dated as of July 11, 2019, by and between the holders of the respective promissory notes
                                         evidencing the Moffett Towers - Buildings 3 & 4 Whole Loan, setting forth the relative
                                         rights of such holders, as the same may be amended in accordance with the terms thereof.
 
“Moody’s”:
                                         Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s
                                         nor any successor remains in existence, “Moody’s” shall be deemed to
                                         refer to such other NRSRO or other comparable Person reasonably designated by the Depositor,
                                         notice of which designation shall be given to the Trustee, the Certificate Administrator,
                                         each Master Servicer, the Directing Certificateholder and each Special Servicer, and
                                         specific ratings of Moody’s herein referenced shall be deemed to refer to the
                                         equivalent ratings of the party so designated.
 
“Morningstar”:
                                         Morningstar Credit Ratings, LLC, and its successors in interest. If neither Morningstar
                                         nor any successor remains in existence, “Morningstar” shall be deemed to refer
                                         to such other NRSRO or other comparable Person reasonably designated by the Depositor,
                                         notice of which designation shall be given to the Trustee, the Certificate Administrator,
                                         each Master Servicer, the Directing Certificateholder and each Special Servicer, and
                                         specific ratings of Morningstar herein referenced shall be deemed to refer to the equivalent
                                         ratings of the party so designated.
 
“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 (for the avoidance of doubt, a stamped Mortgage Note or allonge
                                         shall be considered an original), without recourse, to “Pay to the order of Wilmington
                                         Trust, National Association, as Trustee for the benefit of the registered
                                         holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19,
                                         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

					  

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with a copy of the Mortgage Note and an indemnity properly
                                         assigned and endorsed to the Trustee);
 
(ii)        the
                                         original or a copy of the Mortgage, together with an original or copy of any intervening
                                         Assignments of Mortgage, in each case with evidence of recording indicated thereon or
                                         certified to have been submitted for recording;
 
(iii) 
                                               an original Assignment of Mortgage in blank or in favor of “Wilmington
                                         Trust, National Association, as trustee for the benefit of the registered holders of
                                         BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19”
                                         (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization
                                         Note Holder” or similar capacity under the related Intercreditor Agreement on behalf
                                         of the related Serviced Companion Noteholders) and (subject to the completion of certain
                                         missing recording information and, if applicable, the assignee’s name) in recordable
                                         form (or, if the related Mortgage Loan Seller is responsible for the recordation of that
                                         Assignment of Mortgage, a copy thereof certified to be the copy of such Assignment of
                                         Mortgage submitted, or to be submitted, for recording);
 
(iv) 
                                              the original or a copy of any related Assignment of Leases and of
                                         any intervening Assignments (if such item is a document separate from the Mortgage),
                                         with evidence of recording indicated thereon or certified to have been submitted for
                                         recording;
 
(v) 
                                                an original Assignment of any related Assignment of Leases
                                         (if such item is a document separate from the Mortgage) in blank or in favor of “Wilmington
                                         Trust, National Association, as trustee for the benefit of the registered holders of
                                         BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19”
                                         (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization
                                         Note Holder” or similar capacity under the related Intercreditor Agreement on behalf
                                         of the related Serviced Companion Noteholders) and (subject to the completion of certain
                                         missing recording information and, if applicable, the assignee’s name) in recordable
                                         form (or, if the related Mortgage Loan Seller is responsible for the recordation of that
                                         Assignment, a copy thereof certified to be the copy of such Assignment submitted or to
                                         be submitted for recording);
 
(vi)        the
                                         original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced
                                         Whole Loan, if not already assigned pursuant to clause (iii) or clause (v)
                                         above;


 




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

 

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(viii)      the
                                         original or a copy of the policy or certificate of lender’s title insurance (which
                                         may be in electronic form) issued in connection with the origination of such Mortgage
                                         Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment
                                         (which may be a marked version of the policy that has been executed by an authorized
                                         representative of the title company or an agreement to provide the same pursuant to binding
                                         escrow instructions executed by an authorized representative of the title company) to
                                         issue such title insurance policy;
 
(ix) 
                                              any filed copies (bearing evidence of filing) or evidence of filing
                                         of any Uniform Commercial Code financing statements, related amendments and continuation
                                         statements in the possession of the applicable Mortgage Loan Seller;
 
(x)          an
                                         original Assignment in favor of the Trustee of any financing statement executed and filed
                                         in favor of the applicable Mortgage Loan Seller or an Affiliate thereof in the relevant
                                         jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of
                                         that Assignment, a copy thereof certified to be the copy of such Assignment submitted
                                         or to be submitted for recording);
 
(xi)        the
                                         original or a copy of any intercreditor agreement relating to existing debt of the borrower,
                                         including any Intercreditor Agreement relating to a Serviced Whole Loan, if applicable;
 
(xii) 
                                               the original or copies of any loan agreement, escrow agreement,
                                         security agreement relating to such Mortgage Loan or Serviced Whole Loan, as well as
                                         the original of each letter of credit, if any, constituting additional collateral for
                                         such Mortgage Loan, which letter of credit shall either (A)(x) in the case of the Mortgage
                                         Loans other than the NCB Mortgage Loans, name as beneficiary “Wells Fargo Bank,
                                         National Association, as General Master Servicer, on behalf of Wilmington Trust, National
                                         Association, as Trustee, for the benefit of registered holders of BANK 2019-BNK19, Commercial
                                         Mortgage Pass-Through Certificates, Series 2019-BNK19” or (y) in the case of the
                                         NCB Mortgage Loans, name as beneficiary “National Cooperative Bank, N.A., as NCB
                                         Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for
                                         the benefit of registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-BNK19” or (B) be accompanied by all documentation necessary
                                         in order to transfer all rights of the named beneficiary in such letter of credit to
                                         the applicable Master Servicer on behalf of the Trustee and to receive, after presentment
                                         by the applicable Master Servicer (in accordance with Section 3.01(f)) to the
                                         bank issuing such letter of credit, a reissued letter of credit in the name of the applicable
                                         Master Servicer on behalf of the Trustee;


 


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


					  

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(xiv)       other
                                         than with respect to the Mortgage Loans secured by residential cooperative properties,
                                         the original or a copy of any property management agreement relating to such Mortgage
                                         Loan or Serviced Whole Loan;
 
(xv) 
                                              the original or a copy of any franchise agreements and comfort letters
                                         or similar agreements relating to such Mortgage Loan or Serviced Whole Loan and, with
                                         respect to any franchise agreement, comfort letter or similar agreement, any assignment
                                         of such agreements or any notice to the franchisor of the transfer of such Mortgage Loan
                                         or Serviced Whole Loan and/or request for the issuance of a new comfort letter in favor
                                         of the Trustee, in each case as applicable;
 
(xvi) 
                                               the original or a copy of any lock-box or cash management agreement
                                         relating to a Mortgage Loan or a Serviced Whole Loan;
 
(xvii) 
                                              the original or a copy of any related mezzanine intercreditor agreement;
                                         and
 
(xviii) 
                                             the original or a copy of all related environmental insurance policies;
 
provided,
                                         however, that (a) whenever the term “Mortgage File” is used to refer
                                         to documents held by the Custodian, such term shall not be deemed to include such documents
                                         and instruments required to be included therein unless they are actually received by
                                         the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only
                                         one original or certified copy of any document referred to in the definition of “Mortgage
                                         File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then
                                         the inclusion of such original or certified copy in the Mortgage File for any of the
                                         Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion
                                         of such original or certified copy in the Mortgage File for each such Mortgage Loan,
                                         (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion
                                         Loan, such “Mortgage File” shall be construed to mean the Mortgage File for
                                         the related Mortgage Loan (except that references to the Mortgage Note for a Companion
                                         Loan otherwise described above shall be construed to instead refer to a photocopy of
                                         such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced Companion
                                         Loan, the execution and/or recordation of any Assignment in the name of the Trustee shall
                                         not be construed to limit the beneficial interest of the related Companion Holder(s)
                                         in such instrument and the benefits intended to be provided to them by such instrument,
                                         it being acknowledged that (I) the Trustee shall hold such record title for the benefit
                                         of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s)
                                         collectively and (II) any efforts undertaken by the Trustee, the applicable Master Servicer,
                                         or the applicable Special Servicer on its behalf to enforce or obtain the benefits of
                                         such instrument shall be construed to be so undertaken by the Trustee, the applicable
                                         Master Servicer or the applicable Special Servicer for the benefit of the Trust as the
                                         holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively,
                                         (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery
                                         requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies
                                         of the documents specified above (other than the Mortgage Note and intervening endorsements
                                         evidencing such Mortgage Loan, with respect to which the original shall be 
 

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

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“Mortgage
                                         Loan Checklist”: A list related to each Mortgage Loan indicating the related
                                         Mortgage Loan documents included in the related Mortgage File as of the Closing Date.
 
“Mortgage
                                         Loan Purchase Agreement”: Each agreement between the Depositor and each Mortgage
                                         Loan Seller, relating to the transfer of all of such Mortgage Loan Seller’s right,
                                         title and interest in and to the related Mortgage Loans.
 
“Mortgage
                                         Loan Schedule”: The list of Mortgage Loans transferred on the Closing Date to
                                         the Trustee as part of the Trust Fund, attached hereto as Exhibit B, as any such
                                         schedule may be amended from time to time in connection with a substitution under Section
                                         2.03 and in accordance with the relevant Mortgage Loan Purchase Agreement, and which
                                         list sets forth the following information with respect to each Mortgage Loan so transferred:
 
(i) 
                                                the loan identification number (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;
 
(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;
 

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


“Mortgage
                                         Loan Seller Percentage Interest”: With respect to a Joint Mortgage Loan and
                                         each applicable Mortgage Loan Seller with respect thereto, a fraction, expressed as a
                                         percentage, the numerator of which is equal to the aggregate Cut-off Date principal balance
                                         of the promissory notes contributed by such Mortgage Loan Seller to this securitization,
                                         and the


 


 

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denominator of which is equal to the Cut-off Date principal balance of such Joint
                                         Mortgage Loan.
 
“Mortgage
                                         Note”: The original executed promissory note(s) evidencing the indebtedness
                                         of a Mortgagor under a Mortgage Loan or Companion Loan, as the case may be, together
                                         with any rider, addendum or amendment thereto, or any renewal, substitution or replacement
                                         thereof.
 
“Mortgage
                                         Rate”: With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage
                                         Loans) or related Companion Loan on or prior to its Maturity Date, the annual rate at
                                         which interest is scheduled (in the absence of a default) to accrue on such Mortgage
                                         Loan or related Companion Loan from time to time in accordance with the related Mortgage
                                         Note and applicable law without giving effect to any default rate or Revised Rate; or
                                         (ii) any Mortgage Loan or related Companion Loan after its Maturity Date, the annual
                                         rate described in clause (i) above determined without regard to the passage of such Maturity
                                         Date. For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed
                                         to include the related Excess Rate.
 
“Mortgaged
                                         Property”: The real property subject to the lien of a Mortgage.
 
“Mortgagor”:
                                         The obligor or obligors on a Mortgage Note, including without limitation, any Person
                                         that has acquired the related Mortgaged Property and assumed the obligations of the original
                                         obligor under the Mortgage Note and including in connection with any Mortgage Loan that
                                         utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property
                                         owner/payment guarantor/mortgagor individually and collectively, as the context may require.
 
“MSC
                                         2019-H7 Pooling and Servicing Agreement”: The pooling and servicing agreement,
                                         dated as of July 1, 2019, among Morgan Stanley Capital I Inc., as depositor, Midland
                                         Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR
                                         Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
                                         administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and
                                         as asset representations reviewer.
 
“NCB”:
                                         National Cooperative Bank, N.A., a national banking association, or its successor in
                                         interest.
 
“NCB
                                         Co-op Mortgage Loan”: Any NCB Mortgage Loan.
 
“NCB
                                         CREFC® Schedule AL File”: Any CREFC® Schedule
                                         AL File prepared by NCB with respect to the NCB Mortgage Loans.
 
“NCB
                                         Master Servicer”: NCB, and its successors in interest and assigns, or any successor
                                         thereto (as NCB Master Servicer) appointed as provided herein.


 


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

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“NCB
                                         Schedule AL Additional File”: Any Schedule AL Additional File prepared by NCB
                                         with respect to the NCB Mortgage Loans.
 
“NCB
                                         Special Servicer”: NCB, and its successors in interest and assigns, or any successor
                                         special servicer appointed as provided herein (including with respect to any Excluded
                                         Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant
                                         to Section 7.01(g) of this Agreement, as applicable and as the context may require)
                                         (as NCB Special Servicer).
 
“NCB
                                         Subordinate Debt Conditions”: With respect to an NCB Co-op Mortgage Loan and
                                         any encumbrance of the related Mortgaged Property with a subordinate mortgage, the following
                                         conditions: (i) each of the subordinate mortgage loans, or the sole subordinate mortgage
                                         loan, to be secured by such subordinate mortgage is made by NCB or any Affiliate thereof
                                         (ii) such subordinate mortgage is expressly made in compliance with the underwriting
                                         standards which NCB customarily employs in connection with making subordinate mortgages
                                         for its own mortgage loan portfolio, (iii) the aggregate outstanding principal balance
                                         of the NCB Co-op Mortgage Loan, any other existing loans secured by a mortgage then encumbering
                                         the related Mortgaged Property and the proposed new subordinate mortgage loan shall not
                                         exceed 40% of the Appraised Value of the related Mortgaged Property, (iv) NCB or any
                                         Affiliate thereof that originates the subordinate mortgage loan, executes and delivers
                                         to the Trustee for inclusion in the Mortgage File an intercreditor agreement and subordination
                                         agreement with respect to such subordinate mortgage in substantially the form of Exhibit
                                         TT hereto or in such other form as shall be acceptable to the NCB Special Servicer
                                         and the Directing Certificateholder (so long as a Control Termination Event has not occurred
                                         and is continuing) and, unless a Control Termination Event has occurred and is continuing,
                                         the Directing Certificateholder (other than with respect to an Excluded Loan as to such
                                         party) (provided that the Trustee shall have no responsibility for determining
                                         the sufficiency or validity thereof), (v) if the subordinate mortgage loan will not be
                                         a fully amortizing loan, the stated maturity date of the subordinate mortgage loan shall
                                         be no earlier than the maturity date of the related NCB Co-op Mortgage Loan, (vi) the
                                         subordinate mortgage loan is made principally for the purpose of funding capital expenditures,
                                         major repairs or reserves at or with respect to the Mortgaged Property in question, (vii)
                                         NCB or any Affiliate thereof that originates the subordinate mortgage loan receives borrower
                                         legal opinions as to authority and enforceability customarily required of borrowers in
                                         connection with the origination of similar mortgage loans; and (viii) the aggregate amount
                                         of subordinate debt encumbering the Mortgaged Property in question (including the proposed
                                         new subordinate mortgage debt and any other existing loans secured by a mortgage then
                                         encumbering the related Mortgaged Property, but excluding the Mortgage Loan in question)
                                         does not exceed $7,500,000.
 
“Net
                                         Investment Earnings”: With respect to the Collection Accounts, the Servicing
                                         Accounts or the REO Accounts or the Companion Distribution Account for any period from
                                         any Distribution Date to the immediately succeeding P&I Advance Date, the amount,
                                         if any, by which the aggregate of all interest and other income realized during such
                                         period on funds relating to the Trust held in such account, exceeds the aggregate of
                                         all losses, if any, incurred during
                                         such period in connection with the investment of such funds in accordance with Section
                                         3.06.
 

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“Net
                                         Investment Loss”: With respect to the Collection Accounts, the Servicing Accounts
                                         or the REO Accounts or the Companion Distribution Account for any period from any Distribution
                                         Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate
                                         of all losses, if any, incurred during such period in connection with the investment
                                         of funds relating to the Trust held in such account in accordance with Section 3.06,
                                         exceeds the aggregate of all interest and other income realized during such period on
                                         such funds.
 
“Net
                                         Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced
                                         Mortgage Loan) and any REO Loan (other than the portion of an REO Loan related to any
                                         Companion Loan) as of any date of determination, a rate per annum equal to the related
                                         Mortgage Rate then in effect (without regard to any increase in the interest rate of
                                         any ARD Loan after its respective Anticipated Repayment Date), minus the related
                                         Administrative Cost Rate; provided, however, that for purposes of calculating
                                         Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without
                                         regard to any modification, waiver or amendment of the terms of the related Mortgage
                                         Loan, whether agreed to by the applicable Master Servicer, the applicable Special Servicer,
                                         a related Non-Serviced Master Servicer or a related Non-Serviced Special Servicer or
                                         resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor;
                                         provided, further, that for any Mortgage Loan that does not accrue interest
                                         on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes
                                         of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net
                                         Mortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due
                                         Date will be the annualized rate at which interest would have to accrue in respect of
                                         such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
                                         in order to produce the aggregate amount of interest actually accrued in respect of such
                                         Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided,
                                         further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage
                                         Rate for the one-month period (A) preceding the Due Dates that occur in January and February
                                         in any year which is not a leap year or preceding the Due Date that occurs in February
                                         in any year which is a leap year (in either case, unless the related Distribution Date
                                         is the final Distribution Date), will be determined exclusive of any Withheld Amounts,
                                         and (B) preceding the Due Date in March (or February, if the related Distribution Date
                                         is the final Distribution Date), will be determined inclusive of the amounts withheld
                                         in the immediately preceding January and February, if applicable. With respect to any
                                         REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as
                                         if the predecessor Mortgage Loan had remained outstanding.
 
“Net
                                         Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s
                                         fiscal year end, Net Operating Income will be calculated in accordance with the standard
                                         definition of “Net Operating Income” approved from time to time endorsed
                                         and put forth by the CREFC®.
 
“New
                                         Lease”: Any lease of REO Property entered into at the direction of the applicable
                                         Special Servicer on behalf of the Trust, including any lease renewed, modified or extended
                                         on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.


 


“Nonrecoverable
                                         Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.
                                         For the avoidance of doubt, Workout-Delayed Reimbursement Amounts shall constitute Nonrecoverable
                                         Advances only when the Person
 

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


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

					  

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

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Officer’s Certificate delivered by either the applicable Special Servicer
                                         or the applicable Master Servicer to the other and to the Trustee, the Certificate Administrator,
                                         the Directing Certificateholder (but, in the case of the Directing Certificateholder,
                                         only prior to the occurrence and continuance of a Consultation Termination Event and
                                         only with respect to any Mortgage Loan other than an Excluded Loan as to such party)
                                         (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor
                                         (but only in the case of a Special Servicer) and the Depositor, or by the Trustee to
                                         the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Operating
                                         Advisor and the Certificate Administrator (and, in the case of the Serviced Mortgage
                                         Loan, any Other Servicer). The Officer’s Certificate shall set forth such determination
                                         of nonrecoverability and the considerations of the applicable Master Servicer, the applicable
                                         Special Servicer or the Trustee, as applicable, forming the basis of such determination
                                         (which shall be accompanied by, to the extent available, related income and expense statements,
                                         rent rolls (or, with respect to the residential cooperative properties, maintenance schedules),
                                         occupancy status, property inspections and any other information used by such Master
                                         Servicer, such Special Servicer or the Trustee, as applicable, to make such determination
                                         and shall include any existing Appraisal of the related Mortgage Loan or the related
                                         Mortgaged Property). The Trustee shall be entitled to conclusively rely on the applicable
                                         Master Servicer’s or the applicable Special Servicer’s determination that
                                         a P&I Advance is or would be nonrecoverable, and each Master Servicer and the Trustee
                                         shall be entitled to conclusively rely on and shall be bound by the applicable Special
                                         Servicer’s determination that a P&I Advance is or would be nonrecoverable.
                                         
 
“Nonrecoverable
                                         Servicing Advance”: Any Servicing Advance previously made or proposed to be
                                         made in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
                                         Whole Loan or REO Property which the Trustee determines in its good faith business judgement
                                         or the applicable Master Servicer or the applicable Special Servicer determines in accordance
                                         with the Servicing Standard will not be ultimately recoverable, together with any accrued
                                         and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any
                                         other recovery on or in respect of such Mortgage Loan, Serviced Whole Loan or REO Property.
                                         In making such recoverability determination, such Person will be entitled (a) to consider
                                         (among other things) (i) the obligations of the Mortgagor under the terms of the related
                                         Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii)
                                         the related Mortgaged Properties in their “as-is” or then-current conditions
                                         and occupancies, as modified by such party’s assumptions (consistent with the
                                         Servicing Standard in the case of the applicable Master Servicer or the applicable Special
                                         Servicer or in its good faith business judgment in the case of the Trustee, solely in
                                         its capacity as Trustee) regarding the possibility and effects of future adverse changes
                                         with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with
                                         the Servicing Standard in the case of the applicable Master Servicer or the applicable
                                         Special Servicer or in its good faith business judgment in the case of the Trustee, solely
                                         in its capacity as Trustee) (among other things) future expenses, (c) to estimate and
                                         consider (consistent with the Servicing Standard in the case of the applicable Master
                                         Servicer or the applicable Special Servicer or in its good faith business judgment in
                                         the case of the Trustee, solely in its capacity as Trustee) (among other things) the
                                         timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable
                                         Advances which, at the
                                         time of such consideration, the recovery of which are being deferred or delayed by the
                                         applicable Master Servicer or the Trustee because there is insufficient principal available
                                         for such recovery, in light of the fact that related proceeds are a source of recovery
                                         not only for the
 

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Advance under consideration but also a potential source of recovery
                                         for such delayed or deferred Advance. In addition, any Person, in considering whether
                                         a Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled to give due
                                         regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
                                         Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time
                                         of such consideration, is being deferred or delayed by a Master Servicer, in light of
                                         the fact that proceeds on the related Mortgage Loan are a source of recovery not only
                                         for the Servicing Advance under consideration, but also as a potential source of recovery
                                         of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or
                                         may be being deferred or delayed. In addition, any such Person may update or change its
                                         recoverability determinations at any time (but not reverse any other Person’s
                                         determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing
                                         Standard, in the case of the applicable Master Servicer or in its good faith business
                                         judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at
                                         the expense of the Trust any reasonably required analysis, Appraisals or market value
                                         estimates or other information for making a recoverability determination. Absent bad
                                         faith, the applicable Master Servicer’s, the applicable Special Servicer’s
                                         or the Trustee’s determination as to the recoverability of any Servicing Advance
                                         shall be conclusive and binding on the Certificateholders. The determination by the applicable
                                         Master Servicer, the applicable Special Servicer or the Trustee, as the case may be,
                                         that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing
                                         Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated
                                         or changed recoverability determination, shall be evidenced by an Officer’s Certificate
                                         delivered by either the applicable Special Servicer or the applicable Master Servicer
                                         to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder
                                         (but, in the case of the Directing Certificateholder, only prior to the occurrence and
                                         continuance of a Consultation Termination Event and only with respect to any Mortgage
                                         Loan other than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage
                                         Loan, any Other Servicer), the Operating Advisor (but only in the case of a Special Servicer)
                                         and the Depositor, or by the Trustee to the Depositor, the applicable Master Servicer,
                                         the applicable Special Servicer, the Operating Advisor and the Certificate Administrator
                                         (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however,
                                         that the applicable Special Servicer may, at its option, make a determination in accordance
                                         with the Servicing Standard, that any Servicing Advance previously made or proposed to
                                         be made is a Nonrecoverable Servicing Advance and shall deliver to the applicable Master
                                         Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Certificate
                                         Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider
                                         notice of such determination. Any such determination (other than by the applicable Special
                                         Servicer) shall not be binding upon (but may be conclusively relied upon by) the applicable
                                         Master Servicer and the Trustee, and any such determination by the applicable Special
                                         Servicer shall be binding upon the applicable Master Servicer and the Trustee (but this
                                         statement shall not be construed to entitle the applicable Special Servicer to reverse
                                         the determination of the applicable Master Servicer or the Trustee or to prohibit the
                                         applicable Master Servicer or the Trustee from making a determination that a Servicing
                                         Advance would be a Nonrecoverable Advance), provided, however, that the
                                         applicable Special Servicer shall have no such obligation to make an affirmative determination
                                         that any Servicing
                                         Advance is or would be recoverable and in the absence of a determination by the applicable
                                         Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing
                                         Advance, such decision shall remain with the applicable Master Servicer or the
 

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Trustee,
as applicable. If the applicable Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the applicable Master Servicer and the Trustee shall each
have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, forming
the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls (or, with respect to residential cooperative properties, maintenance schedules), occupancy status, property inspections
and any other information used by such Master Servicer, such Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged
Property). The applicable Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with
any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing
Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively
rely on the applicable Master Servicer’s or the applicable Special Servicer’s determination that a Servicing Advance
is or would be nonrecoverable, and the applicable Master Servicer shall be entitled to conclusively rely on the applicable Special
Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the
contrary, if the applicable Special Servicer requests that the applicable Master Servicer make a Servicing Advance, such Master
Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided,
however, that such Special Servicer shall not be entitled to make such a request more frequently than once per calendar
month with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing
Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account
the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any
servicing advance or property protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan
shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case
may be, pursuant to the related Non-Serviced PSA.
 
“Non-Book
                                         Entry Certificates”: As defined in Section 5.02(c).
 
“Non-Registered
                                         Certificate”: Unless and until registered under the Securities Act, any Class
                                         X-D, Class X-FG, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class
                                         J, Class V or Class R Certificate or the RR Interest.
 
“Non-Retained
                                         Percentage”: An amount expressed as a percentage equal to 100% less the Required
                                         Credit Risk Retention Percentage. For the avoidance of doubt, at all times, the sum of
                                         the Required Credit Risk Retention Percentage and the Non-Retained Percentage shall equal
                                         100%.


 


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


					  

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“Non-Serviced
                                         Companion Loan”: Each of (i) the Pari Passu Companion Loans and Subordinate
                                         Companion Loans, if any, identified as “Non-Serviced” under the column entitled
                                         “Type” in the “Whole Loan” chart in the Preliminary Statement, and
                                         (ii) on and after the related Servicing Shift Securitization Date, the Pari Passu Companion
                                         Loans and Subordinate Companion Loan, if any, identified as “Servicing Shift”
                                         under the column entitled “Type” in the “Whole Loan” chart in the
                                         Preliminary Statement. 
 
“Non-Serviced
                                         Custodian”: The “Custodian” under a Non-Serviced PSA.
 
“Non-Serviced
                                         Depositor”: The “Depositor” under a Non-Serviced PSA.
 
“Non-Serviced
                                         Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect
                                         of a Non-Serviced Mortgage Loan pursuant to the related Non-Serviced PSA.
 
“Non-Serviced
                                         Indemnified Parties”: As defined in Section 6.04(i).
 
“Non-Serviced
                                         Intercreditor Agreement”: Each of the Grand Canal Shoppes Intercreditor Agreement,
                                         the Waterford Lakes Town Center Intercreditor Agreement, the 350 Bush Street Intercreditor
                                         Agreement, the 30 Hudson Yards Intercreditor Agreement, the Nova Place Intercreditor
                                         Agreement, the Moffett Towers - Buildings 3 & 4 Intercreditor Agreement, The Alhambra
                                         Intercreditor Agreement, the Ford Factory Intercreditor Agreement, the 450-460 Park Avenue
                                         South Intercreditor Agreement, and the Eleven Seventeen Perimeter Intercreditor Agreement.
 
“Non-Serviced
                                         Master Servicer”: The “Master Servicer” or “Servicer” under
                                         a Non-Serviced PSA.
 
“Non-Serviced
                                         Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Non-Serviced”
                                         under the column entitled “Type” in the “Whole Loan” chart in the
                                         Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization
                                         Date, the Mortgage Loans identified as “Servicing Shift” under the column entitled
                                         “Type” in the “Whole Loan” chart in the Preliminary Statement.
 
“Non-Serviced
                                         Mortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced
                                         Companion Loan and Non-Serviced Whole Loan, the related Mortgaged Property that secures
                                         such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole Loan.
 
“Non-Serviced
                                         Operating Advisor”: The “Operating Advisor” (if any) under a Non-Serviced
                                         PSA.
 
“Non-Serviced
                                         Pari Passu Companion Loan”: Each of (i) the Pari Passu Companion Loans identified
                                         as “Non-Serviced” under the column entitled “Type” in the “Whole
                                         Loan” chart in the Preliminary Statement, and (ii) on and after the related Servicing
                                         Shift Securitization Date, the Pari Passu Companion Loans identified as “Servicing
                                         Shift” under the column entitled “Type” in the “Whole Loan”
                                         chart in the Preliminary Statement.


 


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


					  

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“Non-Serviced
                                         Primary Servicing Fee Rate”: With respect to (i) the Grand
                                         Canal Shoppes Mortgage Loan, 0.002500% per
                                         annum, (ii) the Waterford Lakes Town Center Mortgage
                                         Loan, 0.002500% per annum, (iii) the 350
                                         Bush Street Mortgage Loan, 0.002500% per
                                         annum, (iv) the 30 Hudson Yards Mortgage Loan,
                                         0.001250% per annum, (v) the Nova
                                         Place Mortgage Loan, 0.012500% per annum,
                                         (vi) the Moffett Towers - Buildings 3 & 4 Mortgage
                                         Loan, 0.001250% per annum, (vii) The Alhambra
                                         Mortgage Loan, 0.012500% per annum, (viii) the Ford
                                         Factory Mortgage Loan, 0.002500% per annum,
                                         (ix) the 450-460 Park Avenue South Mortgage Loan, 0.002500%
                                         per annum, (x) the Eleven Seventeen Perimeter
                                         Mortgage Loan, 0.002500% per annum and (xi)
                                         the Polo Towne Crossing SC on and after the related Servicing Shift Securitization Date,
                                         0.002500% per annum.
 
“Non-Serviced
                                         PSA”: With respect to: (i) each of the Grand Canal Shoppes Whole Loan and the
                                         Eleven Seventeen Perimeter Whole Loan, the MSC 2019-H7 Pooling and Servicing Agreement;
                                         (ii) the Waterford Lakes Town Center Whole Loan, the GSMS 2019-GC39 Pooling and Servicing
                                         Agreement; (iii) each of the 350 Bush Street Whole Loan, The Alhambra Whole Loan and
                                         the Ford Factory Whole Loan, the BANK 2019-BNK18 Pooling and Servicing Agreement; (iv)
                                         the 30 Hudson Yards Whole Loan, the Hudson Yards 2019-30HY Trust and Servicing Agreement;
                                         (v) each of the Nova Place Whole Loan and the 450-460 Park Avenue South Whole Loan, the
                                         WFCM 2019-C51 Pooling and Servicing Agreement; (vi) the Moffett Towers - Buildings 3
                                         & 4 Whole Loan, the MFTII 2019-B3B4 Trust and Servicing Agreement; and (vii) any
                                         Servicing Shift Whole Loan, on and after the applicable Servicing Shift Securitization
                                         Date, the related pooling and servicing agreement governing the servicing of the Servicing
                                         Shift Whole Loan.
 
“Non-Serviced
                                         Special Servicer”: The applicable “Special Servicer” of a Non-Serviced
                                         Whole Loan under a Non-Serviced PSA.
 
“Non-Serviced
                                         Trust”: The “Trust” formed under a Non-Serviced PSA.
 
“Non-Serviced
                                         Trustee”: The “Trustee” under a Non-Serviced PSA.
 
“Non-Serviced
                                         Whole Loan”: Each of (i) the Whole Loans identified as “Non-Serviced”
                                         under the column entitled “Type” in the “Whole Loan” chart in the
                                         Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization
                                         Date, the Whole Loans identified as “Servicing Shift” under the column entitled
                                         “Type” in the “Whole Loan” chart in the Preliminary Statement.
 
“Non-Serviced
                                         Whole Loan Controlling Holder”: The “directing holder” or similarly
                                         defined party under a Non-Serviced PSA.
 
“Non-Specially
                                         Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
                                         or Serviced Companion Loan that is not a Specially Serviced Loan.


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.03(f).
 
“Non-U.S.
                                         Tax Person”: Any person other than a U.S. Tax Person.

 

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“Notional
                                         Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount,
                                         in the case of the Class X-B Certificates, the Class X-B Notional Amount, in the case
                                         of the Class X-D Certificates, the Class X-D Notional Amount, in the case of the Class
                                         X-FG Certificates, the Class X-FG Notional Amount, in the case of the Class X-H Certificates,
                                         the Class X-H Notional Amount and in the case of the Class X-J Certificates, the Class
                                         X-J Notional Amount.
 
“Nova
                                         Place Intercreditor Agreement”: The Agreement Between Note Holders, dated as
                                         of July 11, 2019, by and between the holders of the respective promissory notes evidencing
                                         the Nova Place Whole Loan, setting forth the relative rights of such holders, as the
                                         same may be amended in accordance with the terms thereof.
 
“NRSRO”:
                                         Any nationally recognized statistical rating organization within the meaning of Section
                                         3(a)(62) of the Exchange Act, including the Rating Agencies.
 
“NRSRO
                                         Certification”: A certification (a) substantially in the form of Exhibit
                                         P-2 executed by a NRSRO or (b) provided electronically and executed by such NRSRO
                                         by means of a “click-through” confirmation on the 17g-5 Information Provider’s
                                         Website, in either case in favor of the 17g-5 Information Provider that states that such
                                         NRSRO is a Rating Agency under this Agreement or that such NRSRO has provided the Depositor
                                         with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange
                                         Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such
                                         NRSRO will keep such information confidential, except to the extent such information
                                         has been made available to the general public. Each NRSRO shall be deemed to recertify
                                         to the foregoing each time it accesses the Certificate Administrator’s Website.
 
“OCC”:
                                         Office of the Comptroller of the Currency or any successor thereto.
 
“Officer’s
                                         Certificate”: A certificate signed by a Servicing Officer of the applicable
                                         Master Servicer or the applicable Special Servicer or any Additional Servicer, as the
                                         case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as
                                         the case may be.
 
“Offshore
                                         Transaction”: Any “offshore transaction” as defined in Rule 902(h)
                                         of Regulation S.
 
“Operating
                                         Advisor”: Park Bridge Lender Services LLC, a New York limited liability company,
                                         and its successors in interest and assigns, or any successor operating advisor appointed
                                         as herein provided.
 
“Operating
                                         Advisor Annual Report”: As defined in Section 3.26(c).
 
“Operating
                                         Advisor Consulting Fee”: A fee for each Major Decision on which the Operating
                                         Advisor has consulting obligations and performed its duties with respect to such Major
                                         Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees to pay)
                                         with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans or 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
                                         
 

    -85-


     


    the related Mortgagor as a separately identifiable fee;
provided, further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting
Fee with respect to any Major Decision; provided, further, however, that to the extent such fee is incurred
after the outstanding Certificate Balances of the Control Eligible Certificates and the corresponding portion of the RR Interest
have been reduced to zero as a result of the allocation of Realized Losses to such Certificates, such fee shall be payable in
full to the Operating Advisor as an expense of the Trust; provided, further, that the applicable Master Servicer
or the applicable Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided
that the applicable Master Servicer or the applicable Special Servicer, as applicable, shall consult, on a non-binding basis,
with the Operating Advisor prior to any such waiver or reduction).
 
“Operating
                                         Advisor Expenses”: With respect to any Distribution Date, an amount equal to
                                         any unreimbursed indemnification amounts or additional trust fund expenses payable to
                                         the Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee
                                         and the Operating Advisor Consulting Fee).
 
“Operating
                                         Advisor Fee”: With respect to each Mortgage Loan and REO Loan (but excluding
                                         each Non-Serviced Mortgage Loan, 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 0.00183%.
 
“Operating
                                         Advisor Standard”: The requirement that the Operating Advisor must act solely
                                         on behalf of the Trust and in the best interest of, and for the benefit of, the Certificateholders
                                         and, with respect to any Serviced Whole Loan for the benefit of the holders of the related
                                         Companion Loan (as a collective whole as if such Certificateholders and Companion Holders
                                         constituted a single lender), and not to holders of any particular Class of Certificate
                                         (as determined by the Operating Advisor in the exercise of its good faith and reasonable
                                         judgment), but without regard to any conflict of interest arising from any relationship
                                         that the Operating Advisor or any of its Affiliates may have with any of the underlying
                                         Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, each Master Servicer,
                                         each Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder,
                                         any Certificateholder, the Risk Retention Consultation Party or any of their Affiliates.


 


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


 


(a)          any
                                         failure by the Operating Advisor to observe or perform in any material respect any of
                                         its covenants or agreements or the material breach of any of its representations or warranties
                                         under this Agreement, which failure continues unremedied for a period of thirty (30)
                                         days after the date on which written notice of such failure, requiring the same to be
                                         remedied, is given to the Operating Advisor by any party to this

 

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Agreement or to the
                                         Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates
                                         (other than the RR Interest) evidencing greater than 25% of the aggregate Voting Rights,
                                         provided that any such failure which is not curable within such thirty (30) day
                                         period, the Operating Advisor will have an additional cure period of thirty (30) days
                                         to effect such cure so long as it has commenced to cure such failure within the initial
                                         thirty (30) day period and has provided the Trustee and the Certificate Administrator
                                         with an officer’s certificate certifying that it has diligently pursued, and is
                                         continuing to pursue, such cure;
 
(b)          any
                                         failure by the Operating Advisor to perform in accordance with the Operating Advisor
                                         Standard which failure continues unremedied for a period of thirty (30) days after the
                                         date on which written notice of such failure, requiring the same to be remedied, is given
                                         to the Operating Advisor by any party to this Agreement;
 
(c)          any
                                         failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues
                                         unremedied for a period of thirty (30) days after the date on which written notice of
                                         such failure, requiring the same to be remedied, is given to the Operating Advisor by
                                         any party to this Agreement;
 
(d) 
                                                a decree or order of a court or agency or supervisory authority
                                         having jurisdiction in the premises in an involuntary case under any present or future
                                         federal or state bankruptcy, insolvency or similar law for the appointment of a conservator
                                         or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets
                                         and liabilities or similar proceedings, or for the winding up or liquidation of its affairs,
                                         shall have been entered against the operating advisor, and such decree or order shall
                                         have remained in force undischarged or unstayed for a period of sixty (60) days;
 
(e)          the
                                         Operating Advisor consents to the appointment of a conservator or receiver or liquidator
                                         or liquidation committee in any insolvency, readjustment of debt, marshaling of assets
                                         and liabilities, voluntary liquidation, or similar proceedings of or relating to the
                                         operating advisor or of or relating to all or substantially all of its property; or
 
(f)          the
                                         Operating Advisor admits in writing its inability to pay its debts generally as they
                                         become due, files a petition to take advantage of any applicable insolvency or reorganization
                                         statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
                                         payment of its obligations.


 


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


 


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

					  

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an opinion of counsel who is in fact Independent of the Depositor,
                                         such Master Servicer, such Special Servicer, the Operating Advisor and the Asset Representations
                                         Reviewer.
 
“Original
                                         Certificate Balance”: With respect to any Class of Principal Balance Certificates,
                                         the initial aggregate principal amount thereof as of the Closing Date, in each case as
                                         specified in the Preliminary Statement.
 
“Original
                                         Lower-Tier Principal Amount”: With respect to any Class of Lower-Tier Regular
                                         Interest, the initial principal amount thereof as of the Closing Date, in each case as
                                         specified in the Preliminary Statement.
 
“Original
                                         Notional Amount”: With respect to the Class X-A Notional Amount, the Class X-B
                                         Notional Amount, the Class X-D Notional Amount, the Class X-FG Notional Amount, the Class
                                         X-H Notional Amount, the Class X-J Notional Amount, the applicable initial Notional Amount
                                         thereof as of the Closing Date, as specified in the Preliminary Statement.
 
“Other
                                         Asset Representations Reviewer”: Any asset representations reviewer under an
                                         Other Pooling and Servicing Agreement.
 
“Other
                                         Certificate Administrator”: Any certificate administrator under an Other Pooling
                                         and Servicing Agreement.
 
“Other
                                         Depositor”: Any depositor under an Other Pooling and Servicing Agreement.
 
“Other
                                         Exchange Act Reporting Party”: With respect to any Other Securitization Trust
                                         that is subject to the reporting requirements of the Exchange Act, the Other Servicer,
                                         Other Trustee, Other Certificate Administrator or Other Depositor under the related Other
                                         Pooling and Servicing Agreement that is responsible for the preparation and/or filing
                                         of Form 8-K, Form 10-D, Form ABS-EE and Form 10-K with respect to such Other Securitization
                                         Trust, as identified in writing to the parties to this Agreement; and, with respect to
                                         any Other Securitization Trust that is not subject to the reporting requirements of the
                                         Exchange Act, the trustee, certificate administrator, master servicer, special servicer
                                         or depositor under the related Other Pooling and Servicing Agreement that is responsible
                                         for the preparation and/or dissemination of periodic distribution date statements or
                                         similar reports, as identified in writing to the parties to this Agreement.


 


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

					  
“Other
                                         Securitization”: As defined in Section 11.06.
 
“Other
                                         Servicer”: Any master servicer or special servicer, as applicable, under an
                                         Other Pooling and Servicing Agreement.


 


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

 

    -88-


     


    
 


“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 applicable Master Servicer or the Trustee, as applicable,
                                         pursuant to Section 4.03 or Section 7.05.
 
“P&I
                                         Advance Date”: The Business Day immediately prior to each Distribution Date.
 
“P&I
                                         Advance Determination Date”: With respect to any Distribution Date, the close
                                         of business on the related Determination Date.
 
“Pari
                                         Passu Companion Loan”: A Companion Loan that is pari passu in right of
                                         payment to the related Mortgage Loan.
 
“Pari
                                         Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu
                                         Companion Loan or Non-Serviced Pari Passu Companion Loan.
 
“Pass-Through
                                         Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-SB Pass-Through Rate,
                                         the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-S Pass-Through
                                         Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through
                                         Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through
                                         Rate, the Class H Pass-Through Rate, the Class J Pass-Through Rate, the Class X-A Pass-Through
                                         Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-FG
                                         Pass-Through Rate, the Class X-H Pass-Through Rate or the Class X-J Pass-Through Rate,
                                         as the case may be.
 
“PCAOB”:
                                         The Public Company Accounting Oversight Board.
 
“Penalty
                                         Charges”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage
                                         Loan) or Serviced Companion Loan (or any successor REO Loan), any amounts actually collected
                                         thereon (or, in the case of a Serviced Companion Loan (or any successor REO Loan thereto)
                                         that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan,
                                         and allocated and paid on such Serviced Companion Loan (or any successor REO Loan), as
                                         applicable, in accordance with the related Intercreditor Agreement) that represent
                                         late payment charges or Default Interest, other than a Prepayment Premium, a Yield Maintenance
                                         Charge or any Excess Interest.


 




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


 



    -89-


     


    
 

“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 applicable law, without regard to any acceleration of principal of such Mortgage
                                         Loan or Companion Loan by reason of default thereunder and without regard to any Excess
                                         Interest.
 
“Permitted
                                         Investments”: Any one or more of the following obligations or securities (including
                                         obligations or securities of the Certificate Administrator, or managed by the Certificate
                                         Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying
                                         hereunder), regardless of whether issued by the Depositor, the applicable Master Servicer,
                                         the applicable Special Servicer, the Trustee, the Certificate Administrator, or any of
                                         their respective Affiliates and having the required ratings, if any, provided for in
                                         this definition and which shall not be subject to liquidation prior to maturity:
 
(i)          direct
                                         obligations of, and obligations fully guaranteed as to timely payment of principal and
                                         interest by, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality
                                         of the United States of America, the obligations of which are backed by the full faith
                                         and credit of the United States of America that mature in one (1) year or less from the
                                         date of acquisition; provided that any obligation of, or guarantee by, any agency
                                         or instrumentality of the United States of America, shall be a Permitted Investment only
                                         if such investment would not result in the downgrading, withdrawal or qualification of
                                         the then-current rating assigned by each Rating Agency to any Certificate (or, insofar
                                         as there is then outstanding any class of Serviced Companion Loan Securities that are
                                         then rated by such Rating Agency, such class of securities) as evidenced in writing,
                                         other than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully
                                         funded obligations), U.S. Department of Housing and Urban Development public housing
                                         agency bonds, Federal Housing Administration debentures,
Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations
and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide
bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae debt
obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least
“AA-”, “A-1+” or “AAAm” by S&P, if such obligations mature in 365 days or less;


 


(ii)        time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are


 

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issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities that, in each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted
Investment Rating and the Applicable S&P Permitted Investment Rating; or, in each case, such other rating as would not result
in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class of Certificates
(or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency,
such class of securities) as evidenced in writing;

 

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

 

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

 

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


 


(vi)        money
market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, the Wells Fargo
Money Market Funds or the Wells Fargo Advantage Government Money Market Fund), which seek to maintain a constant net asset value
per share, so long as any such fund is rated “AAAm” by S&P and in the highest short term unsecured debt

 


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ratings
category by each of Fitch and KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2) NRSROs (which
must include S&P and may include any of the other Rating Agencies) or otherwise acceptable to such Rating Agency, in any such
case, as confirmed in a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities;

 

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

 

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

 

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

 


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mature or be redeemable upon the option of the holder thereof on or
prior to the Business Day preceding the day before the date such amounts are required to be applied hereunder.

 

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

 

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

 

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

 

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

 

“Polo
Towne Crossing SC Intercreditor Agreement”: The Agreement Between Note Holders, dated as of August 8, 2019, by and between
the holders of the respective promissory notes evidencing the Polo Towne Crossing SC Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.

 

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

 

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


 


“Preliminary
Prospectus”: The Preliminary Prospectus, dated July 16, 2019, relating to the Registered Certificates.


 

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


 


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

 

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


 


“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

 


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(including any payoff of a Mortgage
Loan by a mezzanine lender on behalf of the subject Mortgagor if and as set forth in the related Intercreditor Agreement).

 

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

 

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

 

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

 

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

 

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

 

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

 

“Principal
Shortfall”: For any Distribution Date after the initial Distribution Date 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 or the Risk Retention Consultation Party
and a Special Servicer referred to in clause (i) of the definition of “Privileged Information”.

 

“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation Party
and a Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to the Directing
Certificateholder or the Risk Retention Consultation Party, as applicable) or the exercise of the Directing Certificateholder’s
consent or consultation rights or the Risk Retention Consultation


 


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Party’s consultation rights under this Agreement, (ii)
strategically sensitive information that the applicable Special Servicer has reasonably determined could compromise the Trust’s
position in any ongoing or future negotiations with the related Mortgagor or other interested party that is labeled or otherwise
identified as Privileged Information by the applicable Special Servicer and (iii) information subject to attorney-client privilege.
Each Master Servicer, each Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to
rely on any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.

 

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

 

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


 


Notwithstanding
anything to the contrary in this Agreement, if a Special Servicer obtains knowledge that it has become a Borrower Party, such
Special Servicer shall nevertheless be a Privileged Person; provided that such Special Servicer (i) shall not directly
or indirectly provide any information related to the related Excluded Special Servicer Loan to (A) the related

 


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

 

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

 

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

 

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

 

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

 

“Prospectus”:
The Prospectus, dated July 25, 2019, relating to the Registered Certificates.

 

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

 

“PTCE”:
Prohibited Transaction Class Exemption. 


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

(i) 
   the outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to
the extent required pursuant to


 


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the
final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus

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

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

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

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


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


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Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase
Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the related Whole
Loan, including, for such purposes, the Mortgage Loan and the related Companion Loan, as applicable.  With respect to any
REO Property to be sold pursuant to Section 3.16(b), “Purchase Price” shall mean the amount calculated
in accordance with the second preceding sentence in respect of the related REO Loan (including any related Companion Loan). 
With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating
any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan and Companion
Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the related
Intercreditor Agreement.  With respect to any Joint Mortgage Loan, the Purchase Price that would be payable by each of the
applicable Mortgage Loan Sellers for its related Mortgage Note shall be its respective Mortgage Loan Seller Percentage Interest
as of the Closing Date of the total Purchase Price for such Mortgage Loan.  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) ”A-” by S&P (or, if not rated by S&P, at least an equivalent rating
by one NRSRO (which may include Fitch or KBRA) and (b) ”A” by Fitch (or, if not rated by Fitch, at least “A-”
or an equivalent rating as “A-” by one other NRSRO (which may include S&P or KBRA)), and (ii) with respect
to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c),
except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations
which are guaranteed or backed by a company having such claims paying ability) rated by at least one (1) of the following rating
agencies of at least (a) ”A3” by Moody’s, (b) “A-“ by S&P, (c) “A-” by Fitch,
(d) ”A-:X” by A.M. Best Company, Inc. or (e) ”A(low)” by DBRS, or, in the case of clauses (i)
or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation and a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25).


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

“Qualified
Replacement Special Servicer”:  A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate



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

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


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

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

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

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

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


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

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

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

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

“Regulation AB Companion Loan Securitization”:  As defined in Section 11.05(a).


“Regulation AB Servicing Officer”:  Any officer or employee of either Master Servicer or either 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


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to the Trustee and/or the Certificate Administrator by the applicable Master Servicer or the applicable Special Servicer, as applicable, as such list may from time to time be amended.

“Regulation D”:  Regulation D under the Act.

“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-SB Certificates

	
Class LASB Uncertificated Interest


	
Class A-2 Certificates

	
Class LA2 Uncertificated Interest


	
Class A-3 Certificates

	
Class LA3 Uncertificated Interest


	
Class A-S Certificates

	
Class LAS Uncertificated Interest


	
Class B Certificates

	
Class LB Uncertificated Interest


	
Class C Certificates

	
Class LC Uncertificated Interest


	
Class D Certificates

	
Class LD Uncertificated Interest


	
Class E Certificates

	
Class LE Uncertificated Interest


	
Class F Certificates

	
Class LF Uncertificated Interest


	
Class G Certificates

	
Class LG Uncertificated Interest


	
Class H Certificates

	
Class LH Uncertificated Interest


	
Class J Certificates

	
Class LJ Uncertificated Interest


	
RR Interest

	
LRR Uncertificated Interest




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


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


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“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 (a) with respect to each of the Mortgage Loans other than the NCB Co-op Mortgage Loans, the General Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, as General Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, REO Account” and (b) with respect to the NCB Co-op Mortgage Loans, the NCB Special Servicer, pursuant to and for the benefit of the Persons specified in Section 3.14(b), which shall be titled “National Cooperative Bank, N.A., as NCB Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of the BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19”.  Any such account or accounts shall be an Eligible Account.

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

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

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


“REO Loan”:  Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for purposes hereof to be outstanding with respect to each REO Property.  Each REO Loan shall be deemed to be outstanding for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on


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

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

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

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

“Repurchased Note”: As defined in Section 3.30(a).

“Repurchasing Mortgage Loan Seller”: As defined in Section 3.30(a).

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

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

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

“Required Credit Risk Retention Percentage”: 5%.

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

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

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


“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


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

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

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

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

“Retained Certificate Gain-on-Sale Reserve Account”:  A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Holders of the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Retained Certificate Gain-on-Sale Reserve Account”.  Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

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

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

“Retained
Certificate Realized Loss”:  With respect to any Distribution Date, the amount, if any, by which (i) the
product of (A) the Required Credit Risk Retention Percentage and (B) the aggregate Stated Principal Balance (for purposes
of this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected
on



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

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

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

“Retained Fee Rate”:  A rate equal to (A) 0.0100% per annum with respect to each NCB Mortgage Loan, and (B) with respect to each Mortgage Loan (other than the NCB Mortgage Loans) a rate that causes the Transferable Servicing Interest to equal zero.

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

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

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

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

(A)       first, to the Class J Certificates;

(B)      
second, to the Class H Certificates;

(C)       third, to the Class G Certificates;

(D)       fourth, to the Class F Certificates;

(E)       fifth, to the Class E Certificates;

(F)       sixth, to the Class D Certificates;

(G)       seventh, to the Class C Certificates;



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(H)       eighth, to the Class B Certificates;

(I)        ninth, to the Class A-S Certificates; and

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

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

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

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

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

“Risk Retention Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more than 50% of the RR Interest (by Certificate Balance, as determined by the Certificate Registrar) from time to time.  The Depositor shall promptly provide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor.  The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice of the identity and contact information of a replacement of the Risk Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed by the Certificate Registrar).  The initial Risk Retention Consultation Party shall be Wells Fargo Bank, National Association, a national banking association.  For the avoidance of doubt, Wells Fargo Bank, National Association’s performance of the role of initial Risk Retention Consultation Party is not performed through the Corporate Trust Services division or the Commercial Mortgage Servicing division of Wells Fargo Bank, National Association; provided, however, that the Commercial Mortgage Servicing division of Wells Fargo Bank, National Association may perform certain surveillance, monitoring and reporting for the Risk Retention Consultation Party.


“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




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such
agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective, from time to time,
as of the applicable compliance date specified therein. Any reference to a Section of the Risk Retention Rules shall mean the
subsection of the Risk Retention Rules identified with the same corresponding number as the referenced “Section”.
For example, “Section 7 of the Risk Retention Rules” means 12 C.F.R. § 43.7.

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

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

“RR Interest Transfer Restriction Period”: The period from the Closing Date to the 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 Cut-off Date; and (iii) two years after the Closing Date; and (b) the date on which the Risk Retention Rules have been effectively abolished or officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust.

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

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

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

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


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


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

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

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

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

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

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


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

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

“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.



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

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

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

“Serviced Companion Noteholder”:  A holder of a (i) Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.  Each of the holders of the Polo Towne Crossing SC Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date) is a Serviced Companion Noteholder.

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

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

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


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

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


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



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identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.

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

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

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

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

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

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

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


“Servicer Termination Event”:  One or more of the events described in Section 7.01(a).

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



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

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

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

“Servicing Fee Rate”:  With respect to (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 “Master Servicing Fee Rate”, which rate includes, in each such case, the rate at which applicable master, primary and sub-servicing fees accrue (other than in respect of a Non-Serviced Mortgage Loan, with respect to which the primary and sub-servicing fees are included in the related Non-Serviced Primary Servicing Fee Rate), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans (provided, however, that with respect to any Servicing Shift Mortgage Loan on or after the related Servicing Shift Securitization Date, the Servicing Fee Rate shall be reduced by the related Non-Serviced Primary Servicing Fee Rate) and (ii) (a) each Serviced Pari Passu Companion Loan, a per annum rate equal to 0.002500%, computed on the basis of the Stated Principal Balance of the related





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Serviced Pari Passu Companion Loan in the same manner in which interest is calculated in respect of such loan. 

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

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


“Servicing Officer”:  Any officer and/or employee of a Master Servicer, a Special Servicer or any Additional Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear on a list of servicing officers furnished by such Master Servicer, such Special Servicer or any Additional Servicer to the Certificate Administrator, the Trustee, the Operating


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Advisor and the Depositor on the Closing Date as such list may be amended from time to time thereafter.

“Servicing Shift Lead 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 Polo Towne Crossing SC Servicing Shift Lead Note is the only Servicing Shift Lead Note with respect to the Trust.

“Servicing Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead Note on the related Servicing Shift Securitization Date.  The Polo Towne Crossing SC Mortgage Loan is the only Servicing Shift Mortgage Loan with respect to the Trust.

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

“Servicing
Shift Whole Loan”:  Any Whole Loan serviced under this Agreement as of the Closing Date, which includes
a Servicing Shift Mortgage Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but
the servicing of which is expected to shift to the related Non-Serviced PSA entered into in connection with the securitization,
if any, of the related Servicing Shift Lead Note on the related Servicing Shift Securitization Date. The Polo Towne Crossing SC
Whole Loan is the only Servicing Shift Whole Loan with respect to the Trust.

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

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


(i)      the related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the applicable Master Servicer on or before the due date of such Balloon Payment, documentation (and the



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

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

(iii)     the applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer a written determination of such Special Servicer (which determination the applicable Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject payment will become due; or the applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer a written determination of such Special Servicer (which determination the applicable Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by the terms of


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the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period)), that a default in making a Balloon Payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will become due (or, if the Mortgagor has delivered documentation (and the applicable Master Servicer will be required to promptly forward such documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the applicable Master Servicer which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within one hundred-twenty (120) days following the date on which such Balloon Payment will become due, the applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer a written determination of such Special Servicer (which determination the applicable Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of a Control Appraisal Period)), that (A) the Mortgagor is likely not to make one or more Assumed Scheduled Payments prior to such a refinancing or sale or (B) such refinancing or sale is not likely to occur within one hundred-twenty (120) days following the date on which such Balloon Payment will become due); or


 (iv)    there shall have occurred a default (including, in the applicable Master Servicer’s or the applicable Special Servicer’s judgment, the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in  accordance with Section 3.07 or Section 3.18) under the related Mortgage Loan documents, other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment of the applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent 



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

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

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

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

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

(ix)  the applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer, with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only for so long as no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of a Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement))) determines that (i) a default (including, in the applicable Master Servicer’s or the applicable Special Servicer’s judgment, the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in accordance with Section 3.07 or Section 3.18) under 


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the Mortgage Loan documents (other than as described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced Pari Passu Companion Loan Holder) and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan documents, or, if no cure period is specified and the default is capable of being cured, for sixty (60) days;

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

“Significant Obligor”:  As defined in Section 11.16.

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

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

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

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


“Special Notice”:  As defined in Section 5.06.


“Special Servicer”:  With respect to (i) each of the Mortgage Loans (other than any NCB Mortgage Loan, any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan), the Serviced Companion Loans, any REO Property acquired by the Trust with respect to any such Mortgage Loan and any matters relating to the foregoing, the General Special Servicer, and its successors in interest and assigns, or any successor special servicer appointed as herein provided, (ii) any NCB Mortgage Loan, any REO Property acquired by the Trust with respect to any such NCB Mortgage Loan and any matters relating to the foregoing, the NCB Special Servicer and (iii) any Excluded Special Servicer Loan, if any, the related Excluded Special


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Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).

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

“Special Servicing Fee Rate”:  With respect to each Specially Serviced Loan and each REO Loan (other than a Non Serviced Mortgage Loan) on a loan-by-loan basis at a rate equal to (a) with respect to the General Special Servicer, the greater of 0.25000% 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 the per annum rate that would result in a Special Servicing Fee for the related month of (i) $3,500 or (ii) with respect to any Mortgage Loan with respect to which the Risk Retention Consultation Party is entitled to consult with the Special Servicer, for so long as the related Mortgage Loan is a Specially Serviced Loan, and during the continuance of a Consultation Termination Event, $5,000, and (b) with respect to the NCB Special Servicer, the greater of 0.25000% and the per annum rate that would result in a Special Servicing Fee of $1,000 for the related month.

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

“Sponsors”:  The Mortgage Loan Sellers.

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

“Stated Principal Balance”:  With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received) minus (y) the sum of:

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

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

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



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

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

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

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

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

With respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of such date.  On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.

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

With respect to any Mortgage Loan or REO Loan that is paid in full or any Mortgage Loan or REO Loan (or REO Property) liquidated, as of the first Distribution Date that follows the end of the Collection Period during which payments or other proceeds are received in connection with a Liquidation Event with respect to such Mortgage Loan or REO Loan (or REO Property), as applicable, notwithstanding that a loss may occur in connection with such Liquidation Event, the Stated Principal Balance of the Mortgage Loan or REO Loan shall be zero.

“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



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direction or authority of a Master Servicer, a Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.

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

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

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

“Subordinate Companion Loan”: A Companion Loan that is subordinate in right of payment to the related Mortgage Loan.

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

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

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

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


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


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

“Termination Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then included in the Trust, (2) the appraised value of the Trust’s portion of all REO Properties then included in the Trust (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by the applicable Special Servicer and approved by the applicable Master Servicer and the Controlling Class and (3) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined by the related Non-Serviced Master Servicer in accordance with clause (2) above.

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

“The Alhambra Intercreditor Agreement”: The Agreement Between Note Holders, dated as of May 31, 2019, by and between the holders of the respective promissory notes evidencing The Alhambra Whole Loan, setting forth the relative rights of such holders, as the same may be amended in accordance with the terms thereof.

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

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

“Transferable Servicing Interest”:  With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the applicable Master Servicer hereunder exceeds the sum of (i) the fee payable to the applicable Master Servicer as the portion of the Servicing Fee attributable to primary servicing and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.  For the avoidance of doubt, the Transferable Servicing Interest (A) with respect to each NCB Mortgage Loan is six (6) basis points, and (B) with respect to each Mortgage Loan (other than the NCB Mortgage Loans) is zero.

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

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

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

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

“Trust”:  The trust created hereby and to be administered hereunder.  The Trust shall be named:  “BANK 2019-BNK19”.



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“Trust Fund”:  The corpus of the Trust created hereby and to be administered hereunder, consisting of:  (i) such Mortgage Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the applicable Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the Collection Accounts (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).  For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.

“Trust
REMIC”:  As defined in the Preliminary Statement.
“Trustee”:  Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest, or any successor trustee appointed as herein provided.

“Trustee Fee”:  The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part of the Certificate Administrator Fee.  No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated Principal Balance of any Companion Loan.  The Trustee Fee shall be equal to $290 per month and shall be paid as a portion of the Certificate Administrator Fee.

“UCC”:  The Uniform Commercial Code, as enacted in each applicable state.



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“UCC Financing Statement”:  A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.

“Uncovered Amount”: With respect to any Master Servicer’s Collection Account, any additional trust fund expense, Nonrecoverable Advance or other item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in such Collection Account pursuant to this Agreement, but which cannot be so paid or reimbursed because such general funds are insufficient to cover such payment or reimbursement; provided, that any such additional trust fund expense, Nonrecoverable Advance or other item shall be an Uncovered Amount only to the extent that such general funds are insufficient to cover the payment or reimbursement thereof.

“Underwriters”:  Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC., Academy Securities, Inc. and Drexel Hamilton, LLC.

“Uninsured Cause”:  Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.

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

“Unliquidated Advance”:  Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.

“Unscheduled
Principal Distribution Amount”:  With respect to any Distribution Date and the Mortgage Loans, the aggregate
of the following:  (a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date
and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing
Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust incurred in connection with the
related Mortgage Loan) and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior
to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal
for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.
“Unsolicited Information”:  As defined in Section 12.01(b)(iii).

“Upper-Tier REMIC”:  One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.

“Upper-Tier REMIC Distribution Account”:  The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained by the Certificate



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Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Upper-Tier REMIC Distribution Account”.  Any such account or accounts shall be an Eligible Account.

“U.S. Dollars” or “$”:  Lawful money of the United States of America.

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

“Voting Rights”:  The portion of the voting rights of all of the Certificates which is allocated to any Certificate.  At all times during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:  (i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination) and (ii) in the case of the Principal Balance Certificates (other than the RR Interest), a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Allocated Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Allocated Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates and the RR Interest, determined as of the Distribution Date immediately preceding such time.  The Voting Rights of any Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests.  Neither the Class R nor Class V Certificates nor RR Interest will be entitled to any Voting Rights.


“Waterford Lakes Town Center Intercreditor Agreement”: The Agreement Between Noteholders, dated as of May 23, 2019, by and between the holders of the respective promissory notes evidencing the Waterford Lakes Town Center Whole Loan, setting forth the relative rights of such holders, as the same may be amended in accordance with the terms thereof. 


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“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). 

“WFCM 2019-C51 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of July 1, 2019, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management 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.

“WHFIT”:  A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671 5(b)(22) or successor provisions.

“WHFIT Regulations”:  Treasury Regulations Section 1.671-5, as amended or successor provisions.

“WHMT”:  A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.

“Whole Loan”:  With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement.  With respect to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion Loan(s).

“Withheld Amounts”:  As defined in Section 3.21(a).

“Workout-Delayed Reimbursement Amounts”:  With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents.  That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


“Workout Fee”:  The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(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


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Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments (other than the Balloon Payments that are received within one hundred twenty (120) days following the related Maturity Date as a result of a Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full if such Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (i) of the definition of “Servicing Transfer Event”), (iii) Principal Prepayments and (iv) payments (other than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on each Corrected Loan for so long as it remains a Corrected Loan.

“XML”:  Extensible Markup Language.

“Yield Maintenance Charge”:  With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge may be.

Section 1.02    Certain Calculations.

Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:

(i)         All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.

(ii)        Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the applicable Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan, on which interest accrues.


(iii)       Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a), Section 4.01(b) or Section 4.01(c), as applicable, (b) any Realized Losses or Retained Certificate Realized Losses, as applicable, allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal


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Distribution Amount or the Retained Certificate Principal Distribution Amount, as applicable, which recoveries are allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date and added to the Certificate Balance pursuant to Section 4.04(a).

(iv)       Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the applicable Special Servicer of a Defaulted Loan, the highest of (x) the rate determined by the applicable Master Servicer or the applicable Special Servicer, as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.

(v)        Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate Companion Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.

[End
of Article I]
Article II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01    Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule,



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(ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein) or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the applicable Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s interest therein), amounts on deposit in the Collection Accounts (to the extent of the Depositor’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s interest in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s interest therein); (xii) the Lower-Tier Regular Interests; (xiii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent not covered by clause (ii) above); and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor, and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Property”).  Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in August 2019 but have their first Due Date in September 2019, any interest amounts relating to the period prior to the Cut-off Date.  The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale.  In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (f) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


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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 (together with the related Mortgage Loan Checklist) and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall be transferred to the applicable Master Servicer) for each Mortgage Loan.  If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust.  If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered, or will be delivered within 10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the date set forth herein, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy).  If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a


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copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein.  Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).  If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office the applicable filing or recording information as to the related document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) and clause (f) of the first proviso to the definition of “Mortgage File” herein.  As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by
delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent
for recording or filing or (except for recording or filing information not yet available) to be sent for recording or filing;
provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon)
shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement.  Notwithstanding anything
herein to the contrary, with respect to the delivery of a letter of credit in the manner described in clause (A) of clause (xii)
of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall be deemed to have satisfied the
delivery requirements of the related Mortgage Loan Purchase


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Agreement and
this Section 2.01(b) by delivering to the Custodian within ten (10) Business Days following the Closing Date
with respect to any such letter(s) of credit a copy of such letter of credit, the transfer documentation and such transmittal
communication to the issuing bank indicating that such document has been delivered to the issuing bank for reissuance.  If
a letter of credit is not in a form that would allow the applicable Master Servicer to draw on such letter of credit on behalf
of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage
Loan Seller shall deliver copies of the appropriate transfer or assignment documents to the Custodian promptly following receipt
of written notification thereof.  If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall
pay any transfer fee required in order to transfer the beneficiary’s interest from such Mortgage Loan Seller to the applicable
Master Servicer on behalf of the Trust as required hereunder and shall cooperate with the reasonable requests of the applicable
Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit
is reissued to the applicable Master Servicer on behalf of the Trust.  Regardless of the manner of delivery, the related
Mortgage Loan Seller is required pursuant to the related Mortgage Loan Purchase Agreement to indemnify the Trust for any liabilities,
charges, costs, fees or other expenses accruing from the failure of such Mortgage Loan Seller to assign all rights in and to the
letter of credit hereunder including the right and power to draw on the letter of credit.

(c)        Except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or recording office.  On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).  Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each Assignment.  Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee).  Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt.  If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned


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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 applicable Master Servicer, the applicable Special Servicer, any Sub-Servicer or the Depositor.

(d)       All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage Loans (including, in the case of such Mortgage Loan Seller, and except in the case of a Mortgage Loan that is part of a Non-Serviced Whole Loan, originals or copies of all financial statements, operating statements, appraisals, environmental reports, engineering reports, Insurance Policies, certificates, guaranty/indemnity agreements, property inspection reports, escrow analysis, tax bills, third-party management agreements, asset summary and financial information on the borrower/sponsor and any guarantor, but in any case excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage File and each Mortgage Loan Checklist, shall be delivered or otherwise made available by the Depositor or the applicable Mortgage Loan Seller to the applicable Master


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Servicer within five (5) Business Days after the Closing Date and shall be held by such Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as Holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder.  Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing File.

(e)        In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee and the applicable Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.

(f)        The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts maintained with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the applicable Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.

(g)        With respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 8, 14, 21, 25, 27, 28 and 48 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the related franchisor (with a copy of such notice or request to the applicable Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and the applicable Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter).  If the applicable Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of the Closing Date, such Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been received.


(h)        Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site.  Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which may be sent by e-mail) to each of the applicable Master Servicer, the applicable Special Servicer, the Trustee,


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the Certificate Administrator, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that the electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information required under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence File Certification”).

(i)         Within five (5) Business Days of the Closing Date, the Depositor shall deliver in EDGAR-Compatible Format and Excel format to each Master Servicer via email to ssreports@wellsfargo.com (in the case of the General Master Servicer) and investorreporting@ncb.coop (in the case of the NCB Master Servicer) the Initial Schedule AL File covering all of the Mortgage Loans (in the case of the General Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master Servicer), the Initial Schedule AL Additional File covering all of the Mortgage Loans (in the case of the General Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master Servicer) and the Annex A-1 to the Prospectus.

(j)         Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced PSA, and (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of the Servicing Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing Date and (B) any such time as any such letter of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following the Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master


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Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.

(k)        Notwithstanding anything to the contrary contained herein, (i) with respect to a Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint Mortgage Loan that is serviced under this Agreement, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.

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 Servicers, the Special Servicers, the Directing Certificateholder (so long as no Consultation Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with respect to the Directing Certificateholder), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”), (i) subject to the first proviso


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of the definition of “Mortgage File” herein and Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.  With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s office).

(c)        The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.

(d)       Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing Certificateholder and, with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the applicable Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the applicable Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the related Collection Account), equal to 25% of the Stated Principal Balance of the related


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Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the applicable Master Servicer a letter of credit in such amount, with a copy to the Custodian).  Such funds or letter of credit, as applicable, shall be held by the applicable Master Servicer (i) until the date on which the Custodian determines and notifies such Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time such Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller.  Notwithstanding the two immediately preceding sentences, if the applicable Master Servicer or the applicable Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery.  In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the applicable Master Servicer in accordance with this Section 2.02(d), such Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into its Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b).  All such funds deposited in the Collection Accounts shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller.  Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.



(e)        It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other than what they purport to be on their face and, with respect to the documents



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specified in clause (viii) of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding.  Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing).  The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.

(f)        If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).


(g)        If a Master Servicer or a Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1 Repurchase Request”) (such Master Servicer or such Special Servicer, as applicable, to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the applicable Master Servicer or the applicable Special



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Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.

Each 15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.

A Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines.  The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.

In the event that the Depositor, the Trustee, either 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 applicable Master Servicer, if relating to a Non-Specially Serviced Loan, or to the applicable Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence:  “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.”  Upon receipt of such 15Ga-1 Repurchase Request by the applicable Master Servicer or the applicable Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request.  In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.



If the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge



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of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the applicable Master Servicer or the applicable Special Servicer, then such party shall give notice of such withdrawal or rejection to such Master Servicer or such Special Servicer, as applicable.  Any such notice received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.

In the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase or replacement.

Section 2.03    Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a) The Depositor hereby represents and warrants that:

(i)         The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;

(ii)        Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);



(iii)        
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


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(iv)         There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)         The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


 


(b)        After receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan
Seller, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable
Mortgage Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s
discovery of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified
Mortgage, the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material
Defect and (y) receipt of notice of the Material Defect from any party to this Agreement (such ninety (90) day period,
the “Initial Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan
Seller’s own expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred
by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion
Loan, if applicable) (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof),
at the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
for such affected Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the
second anniversary of the Closing Date) and pay the applicable Master Servicer for deposit into the related Collection Account,
any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement; provided, however, that except with respect to a Material Defect resulting solely from the failure
by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required
pursuant to clause (viii) of the definition of “Mortgage File” by a date not later than eighteen (18) months
following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period,
and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within
the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately
upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”)
to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced
Companion Loan, if applicable) (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest
thereof) 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 applicable Master Servicer, the applicable


 



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Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan with respect to the
Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder,
setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the
applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller
anticipates that such Material Defect will be cured within the Extended Cure Period; and provided, further, that,
if any such Material Defect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure
of the related Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to
continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months
after the Closing Date for so long as such Mortgage Loan Seller certifies to the Trustee, the applicable Master Servicer, the applicable
Special Servicer, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event)
and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure Period,
that such Material Defect is still in effect solely because of its failure to have received the recorded document and that such
Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially
and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right
to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without
regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the
funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to
the applicable Master Servicer for deposit into its Collection Account. In the event the Special Servicer is required to enforce
the Repurchase Request related to a Non-Specially Serviced Loan under this Section 2.03(b), within five (5) days of request
by the Special Servicer, the Master Servicer shall deliver to the Special Servicer a copy of the Servicing File with respect to
any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the
Trust (and, for so long as no Control Termination Event has occurred and is continuing and in respect of any Mortgage Loan that
is not an Excluded Loan or a Servicing Shift Mortgage Loan with respect to the Directing Certificateholder, with the consent of
the Directing Certificateholder) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage
Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance
with Section 3.05(g) of this Agreement. In connection with any Loss of Value Payment with respect to any Non-Specially
Serviced Loan, the applicable Master Servicer shall promptly provide the applicable Special Servicer, but in any event within the
time frames and in the manner provided in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer
Event), with the Servicing File and all information, documents and records relating to such Non-Specially Serviced Loan and any
related Serviced Companion Loan, either in the applicable Master Servicer’s possession or otherwise reasonably available
to the applicable Master Servicer, and reasonably required by the applicable Special Servicer to permit the Special Servicer to
calculate the Loss of Value Payment, to the extent set


 



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forth in Section 3.19 (as if such Mortgage Loan were subject
to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing
Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to
the Asset Review of such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof) and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value
Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material
Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute
for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only
to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust,
provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan
Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth
in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right
to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase
Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a
Loss of Value Payment.


 


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period
(as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable
amount of any such costs and expenses incurred by the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related
Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan Seller to the Asset Representations Reviewer to the extent
not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such
Mortgage Loan; provided that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have
the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses; provided,
further, that if the Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage
Loan Seller Percentage Interest of all such costs and expenses unless such Breach relates solely to the Mortgage Note contributed
by such Mortgage Loan Seller. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan
Seller shall remit the amount of such costs and expenses and, upon its making such remittance, the related Mortgage Loan Seller
shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by
the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by
the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned
to the


 



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related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-off Date and received by the applicable Master Servicer or the applicable Special Servicer on
behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution,
and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the applicable Master
Servicer or the applicable Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and are to be remitted by such Master Servicer (or by such Special Servicer to the Master Servicer
who shall remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following
receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either
the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller
of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage
Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II
if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt
notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual
knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage and (iv) such delay or failure
to provide notice (as required by the terms of the related Mortgage Loan Purchase Agreement or this Agreement) prevented the Mortgage
Loan Seller from being able to cure such Material Defect and such Material Defect was otherwise curable. Notwithstanding the foregoing,
if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower),
healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) 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.



 






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(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 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


 



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Defect against a Mortgage Loan Seller
pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian
shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)        In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the applicable Master Servicer and the
applicable Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the
Certificate Administrator, the Custodian, the applicable Master Servicer and the applicable Special Servicer of a trust receipt
executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File
and other documents pertaining to such Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian,
the applicable Master Servicer and the applicable Special Servicer (other than attorney-client communications that are privileged
communications), and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall
be endorsed or assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 5
of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as
to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including
property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan
documents.


 


(e)        Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the applicable Master Servicer or the applicable Special Servicer, with respect to any Material Defect.


 


(f)         The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest
of the Certificateholders in accordance with the Servicing Standard. Any costs incurred by an Enforcing Servicer with respect to
the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement
shall, to the extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not
otherwise provided for herein. The applicable Master Servicer or the applicable Special Servicer, as applicable, shall be reimbursed
for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’
fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the
related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion
of such enforcement action it is determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(vii) herein out of general collections on the Mortgage Loans on deposit
in the related Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall
be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 



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(g)        If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect,
which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant
to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicers and the Special Servicers to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Master Servicers or the Special Servicers, and unpaid or unreimbursed expenses of the
Trustee, the Certificate Administrator, the Trust, the Master Servicers or the Special Servicers allocable to such Mortgage Loan.
The Enforcing Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent
with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller;
provided, however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent with
the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal,
interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the applicable Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the
terms of this Agreement; provided, further, that such Special Servicer may waive the collection of amounts due on
behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)        If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group
for purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect
either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists
or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve
or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon
their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),
all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)         Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be 


 



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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 to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i)
while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable
Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in
the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral
but each will be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans,
including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as
such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral.
If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the
related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing
and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement
to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)        
(i) In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a
Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to
such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the applicable Master Servicer and the applicable
Special Servicer, and the Enforcing Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage
Loan Seller and each other party to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the
Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)         In
the event that the Depositor, a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement, the Directing Certificateholder and
the related Mortgage Loan Seller identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA
Party Repurchase Request” and each of a


 



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Certificateholder Repurchase Request or a PSA Party Repurchase Request, the
“Repurchase Request”) and the Enforcing Servicer shall promptly send the PSA Party Repurchase Request to the
related Mortgage Loan Seller. 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 applicable Master Servicer (in the case
of Non-Specially Serviced Loans) or the applicable Special Servicer (in the case of Specially Serviced Loans) from exercising any
of their respective rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the
related Mortgage Loan Purchase Agreement or as provided by law.


 


(iv)        Within two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other
than the applicable Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Loan, the applicable Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action
Notice”) to the applicable Special Servicer, indicating such Master Servicer’s analysis and recommended course
of action with respect to such Repurchase Request. The applicable Master Servicer shall also deliver to the applicable Special
Servicer the Servicing File and all information, documents and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan,
either in such Master Servicer’s possession or otherwise reasonably available to such Master Servicer, and reasonably requested
by the applicable Special Servicer to enable it to assume its duties hereunder to the extent set forth in this Agreement for such
Non-Specially Serviced Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File and
other material, the applicable Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.


 


(l)         (i) After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase
Request was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder),
and, if applicable, after the applicable Master Servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com). The Certificate Administrator
shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners by posting such
notice on the Certificate Administrator’s Website indicating the Enforcing Servicer’s intended course of action with
respect to the Repurchase Request (a “Proposed Course of Action”). The Proposed Course of


 






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Action Notice shall
include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action,
by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30)
days after the date of such notice and a disclaimer that responses received after such thirty (30)-day period will not be taken
into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action,
the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is
acting as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or proposed by the majority of the
responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election
Notices described in this Section 2.03(l), (c) a statement that responding Certificateholders will be required
to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree”
or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for responding
Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator
shall, within three (3) Business Days after the expiration of the 30-day response period, tabulate the responses received from
the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses
timely received that clearly indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or
qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees
or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions
from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses
of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to
impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the responses of the responding Certificateholders and whether that amount
constitutes a majority. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request
does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase
Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise
its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s
intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect
to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder (other than the
Holder of the RR Interest) or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer,
then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the
Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days after
the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution
Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including non-binding
arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial Proposed Course of Action indicated a
recommendation to undertake mediation (including non-binding 


 



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arbitration) or arbitration, (b) any Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice, and (c) the Enforcing Servicer also received responses from other Certificateholders or Certificate
Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such additional responses from other Certificateholders
or Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course
of Action for purposes of determining the course of action approved by the majority of responding Certificateholders.


 


(ii)         If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to
do so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no
Certificateholder or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to
mediation or arbitration, and the Enforcing Servicer as the Enforcing Party shall be the sole party entitled to determine a
course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller,
subject to any consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)        Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election
Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner
(in each case, other than of the RR Interest) (each of clauses (a) and (b), a “Requesting Certificateholder”),
the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s
intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect
to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider
the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods,
such discussions to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date.
The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating
to the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution
Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise
its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)        If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer
the matter to mediation or arbitration.


 


(v)         If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting 


 



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Certificateholder
shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or
arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election
Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a
majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to
the terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to
the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall
terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to
mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take
no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all
purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such
Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or
Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to
such party at the time when the Proposed Course of Action Notice is posted on the certificate administrator’s website,
and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce
the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)        Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
shall not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation
with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest
of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute
of limitations.


 


(vii)       In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)      For the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or
any of their respective affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder,
to act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Notice or Final Dispute Resolution
Notice or otherwise to vote Certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken
pursuant to the procedures described under this Section 2.03(l).


 


(ix)         Subject to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect
either mediation or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then
utilize the alternative method in the event that the initial method is unsuccessful.






 






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(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 sixty (60) days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider,
the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)         The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)        Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)        The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
10 Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)         The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the
Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)        Out of pocket costs and expenses of the applicable Special Servicer for mediation or arbitration, to the extent not agreed
to be paid by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party
(in the case of arbitration) shall be reimbursable as a Servicing Advance.


 





(n)         If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)          The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within sixty (60) days of receipt of written notice of the Enforcing Party’s selection of arbitration (such provider,
the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.



 


(ii)         The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years
of experience in commercial litigation, and


 



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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 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








 






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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, 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


 



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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).


 


(vii)       For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)      In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)         Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
or related responsibilities under this Agreement shall be reimbursable as additional Trust Fund expenses.


 



(p)         Notwithstanding
anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan
Sellers to repurchase with respect to a Material Defect with respect to the related Mortgage Loan shall be limited to a repurchase
with respect to the Mortgage Note it sold to the Depositor in accordance with the


 




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related Mortgage Loan Purchase Agreement. With
respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect to the Mortgage Note
sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Defect
with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


 


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 portions of the Trust consisting of (i) the RR Interest Specific Grantor
Trust Assets, undivided beneficial ownership of which will be represented by the RR Interest and (ii) the Class V Specific
Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class V Certificates shall be treated
as a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 





[End of Article II]


 


Article III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 



Section 3.01     
Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicers
and the Special Servicers shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage
Loan), any Serviced Companion Loans and the REO Properties (other than any REO


 



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Property related to a
Non-Serviced Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement
and the Mortgage Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of
the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Serviced
Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective
whole, taking into account the pari passu nature of such Companion Loans (as determined by the applicable Master
Servicer or the applicable Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable
law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine
debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related
Companion Loan, taking into account the pari passu nature of the Companion Loan. With respect to each Serviced
Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall control; provided that in no event shall the applicable Master Servicer or the
applicable Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of
any Intercreditor Agreement that would cause such Master Servicer or such Special Servicer, as the case may be, to violate
the Servicing Standard or the REMIC Provisions. The General Master Servicer shall be the Master Servicer with respect to all
Mortgage Loans (other than the NCB Mortgage Loans), any related Serviced Companion Loan and other related assets in the Trust
and, as such, shall service and administer such Mortgage Loans, any related Serviced Companion Loan and such other assets as
shall be required of the applicable Master Servicer hereunder and under any related Intercreditor Agreement. The General
Special Servicer shall be the Special Servicer with respect to all the Mortgage Loans (other than the NCB Co-op Mortgage
Loans), any Serviced Companion Loan and other related assets in the Trust and, as such, shall service and administer such
Mortgage Loans, any related Serviced Companion Loan and such other assets as shall be required of the applicable Special
Servicer hereunder and under any related Intercreditor Agreement. The NCB Master Servicer shall be the Master Servicer with
respect to the NCB Mortgage Loans and other related assets in the Trust and, as such, shall service and administer such NCB
Mortgage Loans and such other assets as shall be required of the applicable Master Servicer hereunder. The NCB Special
Servicer shall be the Special Servicer with respect to the NCB Co-op Mortgage Loans and other related assets in the Trust
and, as such, shall service and administer such NCB Co-op Mortgage Loans and such other assets as shall be required of the applicable Special Servicer hereunder. For purposes of this Agreement and
any references to the duties and obligations of the Master Servicers or Special Servicers, any references to Mortgage Loans in
the context of such duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable
Master Servicer or the applicable Special Servicer and no other Mortgage Loan, Serviced Companion Loan or other related asset in
the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent with the foregoing, each Master
Servicer and each Special Servicer shall service the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan) and
the related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner
in which, and with the same care, skill, prudence and diligence with which such Master Servicer or such Special Servicer, as the
case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill,
prudence and diligence with which such Master Servicer or such Special Servicer, as the case may be, services and administers similar
mortgage


 



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 loans owned by such Master Servicer or such Special Servicer, as the case may be, with a view to the (A) the timely
recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of
a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net present value basis on
such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as
a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests
of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and
the holder or holders of the related Companion Loan constituted a single lender), taking into account the pari passu
nature of the related Companion Loan), as determined by such Master Servicer or such Special Servicer, as the case may be, in its
reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent institutional
commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest
arising from: (i) any relationship that the applicable Master Servicer, the applicable Special Servicer or any Affiliate of
such Master Servicer or such Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this
Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of
any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the applicable Master Servicer,
the applicable Special Servicer or any Affiliate of such Master Servicer or such Special Servicer, as applicable; (iii) the
obligation, if any, of the applicable Master Servicer to make Advances; (iv) the right of the applicable Master Servicer or
the applicable Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement
for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others
of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt,
mezzanine loans or properties not covered by this Agreement or held by the Trust by the applicable Master Servicer or the applicable
Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the applicable Master Servicer or the applicable
Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor
(including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion
Loan the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, may have;
and (viii) any obligation of the applicable Master Servicer or the applicable Special Servicer, or any of their respective
Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if such Master Servicer or such Special
Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


 


The applicable Master
Servicer and the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with
respect to Non-Specially Serviced Loans in connection with 


 




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any Major Decision and
(ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the applicable Master Servicer
shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder
with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the applicable Special Servicer,
as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are
specifically provided for herein; provided, further, however, that the applicable Master Servicer shall not
be liable for failure to comply with such duties insofar as such failure results from a failure of the applicable Special Servicer
to provide sufficient information to such Master Servicer to comply with such duties or failure by such Special Servicer to otherwise
comply with its obligations hereunder. No Master Servicer or Special Servicer, in its capacity as a Master Servicer or Special
Servicer, as applicable, shall have any responsibility for the performance by any other Master Servicer or Special Servicer, as
applicable, in its capacity as a Master Servicer or Special Servicer, of its duties under this Agreement. Each Mortgage Loan or
any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions
specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance with
the terms of this Agreement, the applicable Master Servicer shall be obligated to service and administer any Non-Specially Serviced
Loan and any related Serviced Companion Loan. The applicable Special Servicer shall make the property inspections, use its reasonable
efforts to collect the financial statements, budgets, operating statements and rent rolls (or, with respect to residential cooperative
properties, maintenance schedules) and forward to the applicable Master Servicer the reports in respect of the related Mortgaged
Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the applicable
Master Servicer, the applicable Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by such
Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact
shall be coordinated through and with the cooperation of the applicable Master Servicer. No provision herein contained shall be
construed as an express or implied guarantee by the applicable Master Servicer or the applicable Special Servicer of the collectability
or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely
affect any rights or benefits provided by this Agreement to such Master Servicer or such Special Servicer (including with respect to Servicing Fees, Special Servicing
Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance
by either Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and
not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans
or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicers or
the Special Servicers for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)         Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, each of the Master Servicers and the Special Servicers shall have full power and authority, acting alone or,
subject to Section 3.20, through one or more Sub-Servicers, to do or


 






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cause to be done
any and all things in connection with such servicing and administration for which it is responsible which it may deem
necessary or desirable. Without limiting the generality of the foregoing, each Master Servicer and each Special Servicer, in
its own name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby
authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a
Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each
Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any and all
financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by
the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other
documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18
and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents
contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements
and other documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable
instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or
proceeding on behalf of the Trust in their representative capacities (except as set forth below in this paragraph). The
applicable Master Servicer (with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect
to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports
required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the
Trustee shall (i) on the Closing Date, furnish to the applicable Master Servicer and the applicable Special
Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as
applicable (or such other form as mutually agreed to by the Trustee and such Master Servicer or such Special Servicer, as
applicable) and (ii) upon request, furnish, or cause to be furnished, to the applicable Master Servicer or the
applicable Special Servicer any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and such Master Servicer or such
Special Servicer, as applicable) and other documents necessary or appropriate to enable the applicable Master
Servicer or the applicable Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held responsible or liable for any acts of the applicable Master
Servicer or the applicable Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by
such Master Servicer or such Special Servicer. Notwithstanding anything contained herein to the contrary, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating such Master Servicer’s or such Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that such Master Servicer or such Special Servicer, as applicable, shall then provide five (5) Business Days’ written
notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required
in the judgment of such Master Servicer or 


 



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such Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding, and shall not be required to
obtain the Trustee’s consent or indicate such Master Servicer’s or such Special Servicer’s, as applicable, representative
capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered
to do business in any state.


 


(c)        To
the extent the applicable Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the applicable Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any 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), the applicable Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as
to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the applicable
Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The applicable Master Servicer
shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing Advance.





 


(d)         The
relationship of each of the Master Servicers and the Special Servicers to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)         Each Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)          Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the applicable Master Servicer and (ii) the Closing Date, the applicable
Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold 



 



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interest on the Mortgage
Loan Schedule, that the Trust is the leasehold mortgagee and that the applicable Master Servicer or the applicable Special Servicer
shall service the related Mortgage Loan for the benefit of the Certificateholders. The costs and expenses of any modifications
to Ground Leases shall be paid by the related Mortgagor.


 


With respect to letters
of credit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage
File”, (a) within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such
letter of credit or other applicable Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the
letter of credit that the applicable Master Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit,
and (b) within sixty (60) days of the Closing Date, the applicable Master Servicer shall present such letter of credit
and the related assignment documentation delivered by the Mortgage Loan Seller in accordance with such subclause of the definition
of “Mortgage File” to the letter of credit bank issuing such letter of credit and request that such letter of credit
bank reissue the letter of credit in the name of (x) in the case of the Mortgage Loans other than the NCB Mortgage Loans, “Wells
Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19”
or (y) in the case of the NCB Mortgage Loans, “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK19”. The applicable Master Servicer shall otherwise use reasonable efforts to obtain such reissued
letter of credit back from the issuing letter of credit bank within sixty (60) days (and in any event within ninety (90)
days) following the Closing Date. The related Mortgage Loan Seller shall provide such reasonable cooperation as requested by the
General Master Servicer, including without limitation by delivering such additional assignment or amendment documents required
by the issuing bank in order to reissue a letter of credit as provided above.


 


(g)         If a letter of credit is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated
in clause (f) above, such Mortgage Loan Seller shall cooperate with the reasonable requests of the applicable Master Servicer
or the applicable Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents
do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related
letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under
the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs
and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
after the applicable Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then
such Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses,
and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan
Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither
the applicable Master Servicer nor the applicable Special Servicer shall have any liability for the failure of any Mortgage Loan
Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 



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


 


(h)        
Notwithstanding anything herein to the contrary, in no event shall the applicable Master Servicer (or the Trustee, as applicable)
make an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is
no longer included in the Trust Fund.


 


(i)          
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the
related Intercreditor Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any
party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


(j)          The
applicable Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent such
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by such Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to
any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan
Holder(s), in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by any related
AB Subordinate Companion Loan holders and then, pro rata and pari passu, by the Trust and any Serviced Pari
Passu Companion Loan Holders, in accordance with the respective outstanding principal balances of the related Serviced AB Mortgage
Loan and Serviced Pari Passu Companion Loan(s).


 


(k)         
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicers nor the Special Servicers shall be obligated under a separate agreement to which it is not a
party); provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely
with respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,


 



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judgments, and any other
costs, liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction
taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing
with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust
Fund shall be payable out of the Trust Fund and the applicable Master Servicer shall have no obligation to make any Advance on
or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in
the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization,
then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into,
the applicable Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a
Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that
such an Advance is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within
one (1) Business Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso
to the preceding sentence, the applicable Master Servicer shall, from collections on the related Serviced Whole Loan (but never
out of general collections on the Mortgage Loans and REO Properties) received by such Master Servicer, reimburse the Other Servicer
for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances had been made by
such Master Servicer hereunder.


 


(l)         
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s
and the applicable Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s
and the applicable Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to
the terms of the related Non-Serviced Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer with respect thereto under the related Non-Serviced PSA. The applicable Master Servicer (or, with respect to any
Specially Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards
to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA.


 


(m)         The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the
related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced
Companion Loan is no longer part of the trust fund created by the related Non-Serviced PSA and (B) the related Non-Serviced
Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related
Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new
servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the
provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would
not result in a downgrade, qualification or withdrawal of then-current ratings of any Class of Certificates then outstanding.


 



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(n)        
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s
and the applicable Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s
and the applicable Special Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the
terms of the related Intercreditor Agreement. The applicable Master Servicer (or, if a Serviced Whole Loan becomes a Specially
Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the
benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement.


 


(o)        
In connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the applicable
Master Servicer (if such Serviced Companion Loan is not a Specially Serviced Loan), the applicable Special Servicer (if such Serviced
Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to the related Whole
Loan, and that such Serviced Companion Noteholder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(p)        
For the avoidance of doubt, none of the Master Servicers, the Special Servicers, the Certificate Administrator or the Trustee
have any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer,
Non-Serviced Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced
Whole Loan. The obligation of the applicable Master Servicer to provide information and collections and make P&I Advances to
the Certificate Administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent
on its receipt of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced
Special Servicer.


 


(q)        
Nothing contained in this Agreement shall limit the ability of the applicable Master Servicer or the applicable Special
Servicer to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except, in the case of an
NCB Co-op Mortgage Loan, any such indebtedness as to which the NCB Subordinate Debt Conditions have been satisfied, which indebtedness
may be secured by a lien on the related Mortgaged Property), accept deposits from or otherwise generally engage in any kind of
business or dealings with any Mortgagor as though the applicable Master Servicer or the applicable Special Servicer was not a party
to this Agreement or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify
or supersede the Servicing Standard.


 


Section 3.02     
Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer
shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that
with respect to each


 




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Mortgage Loan that has an Anticipated Repayment Date, for so long as the related Mortgagor is in compliance
with each provision of the related Mortgage Loan documents, the applicable Master Servicer and the applicable Special Servicer
shall be permitted to take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess
Interest to the extent permitted under the related Mortgage Loan documents; provided, further, that the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply
excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The applicable Master Servicer or the
applicable Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment
on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times during any period
of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that
such Master Servicer or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with
any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with
respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed
to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period
with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the applicable Master Servicer or
the applicable Special Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation Termination
Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if such Master
Servicer or such Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder
in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented
to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination
Event, the applicable Master Servicer or the applicable Special Servicer, as the case may be, may waive any Penalty Charge in accordance
with the Servicing Standard without the consent of the Directing Certificateholder; provided, further, that the Directing
Certificateholder shall have no consent or consultation rights with respect to the foregoing waivers in relation to any Excluded
Loan with respect to the Directing Certificateholder.


 


(b)        
 (i) All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and
owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express
provisions of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that
absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent
otherwise agreed to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf
of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance
and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any
applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order
of priority:


 



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first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to
clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount of
related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y)
with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would
be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I
Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such
Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default
thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid
principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have
been a Nonrecoverable Advance, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections
have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier
dates);


 







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sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to
the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the
manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


(ii)        
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating,


 



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managing,
leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced Whole Loan, exclusive
of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related Intercreditor Agreement)
shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to
clause fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of
the accrued and unpaid interest described in sub-clause (i) of this clause third that either (A)(x) was
not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred
in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced
due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent
such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of
the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with related
Appraisal Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I
Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have
been a Nonrecoverable Advance and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued
at the related Net Mortgage Rate on the portion of the Stated 


 



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Principal
Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which
no P&I Advance was made (in each case, to the extent collections have not been allocated as recovery of accrued and
unpaid interest pursuant to this clause fifth or clause fifth of the prior paragraph on earlier
dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)        Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions
of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of
Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)        
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the applicable Master Servicer
shall apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under
the related Mortgage Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately
succeeding the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 




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(d)        
In the event that the applicable Master Servicer or the applicable Special Servicer receives Excess Interest prior to the
Determination Date for any Collection Period, or receives notice from the related Mortgagor that such Master Servicer or such Special
Servicer will be receiving Excess Interest prior to the Determination Date for any Collection Period, such Master Servicer or such
Special Servicer, as the case may be, shall notify the Trustee and the Certificate Administrator two (2) Business Days prior
to the related Distribution Date. None of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any failure of the related Mortgagor to pay any Excess Interest or prepayment penalty.
The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)        
With respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required
to escrow funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service
coverage levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such
letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer
may continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or
use such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the
extent the related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)         
Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift
Mortgage Loan, promptly following receipt of notice in connection with the Servicing Shift Securitization Date, the Certificate
Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master
Servicer (with a copy to any other applicable party set forth on the schedule of
addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage
Loan and directing such Non-Serviced Master Servicer to remit to the applicable Master Servicer all amounts payable to, and to
forward, deliver or otherwise make available, as the case may be, to the applicable Master Servicer all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced
Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The applicable Master Servicer
shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Accounts all amounts
received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO
Property.


 


Section 3.03     
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) Each Master Servicer shall establish
and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it
shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan documents
and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the
benefit of the Certificateholders and the related Serviced Companion Noteholders collectively, but this shall not be construed
to modify


 




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the respective interests of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit
in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan
documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall
be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited
from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items; (ii) reimburse the Trustee and then the applicable Master Servicer, if applicable, for any Servicing Advances; (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account,
if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so
required, to the applicable Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan
or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts
deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear
and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of
its servicing duties, the applicable Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds
in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided,
however, that in no event shall the applicable Master Servicer be required to remit to any Mortgagor any amounts in excess
of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and
applicable law, the applicable Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


 


(b)        
The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan),
and the applicable Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and
each related Serviced Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting
the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than
any REO Loan succeeding a Non-Serviced Mortgage Loan), and the applicable Master Servicer, in the case of all other related Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan, shall use reasonable efforts consistent
with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums)
and shall effect payment thereof from the REO Account or by the applicable Master Servicer as Servicing Advances prior to the applicable
penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied
by the applicable Master Servicer at the written direction of the applicable Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect
to any Non-Serviced Mortgage Loan, the applicable Master Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the
related Serviced Companion Loan, as applicable,


 









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and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Special Servicer, in the
case of REO Loans, and the applicable Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable,
that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the
Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due and, in any
event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment
of such items.


 



(c)         
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the applicable Master Servicer shall advance all such funds as are necessary for the purpose
of effecting the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon,
(ii) ground rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow
Payments collected from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due
and the related Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular
advance would not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however,
that with respect to the payment of taxes and assessments, the applicable Master Servicer shall not be required to make such advance
until the later of (i) five (5) Business Days after such Master Servicer, the applicable Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, has received confirmation that such item has not been paid and (ii) the
date prior to the date after which any penalty or interest would accrue in respect of such taxes or assessments. The applicable
Special Servicer shall give the applicable Master Servicer and the Trustee no less than five (5) Business Days’ written
(facsimile or electronic) notice before the date on which such Master Servicer is requested to make any Servicing Advance with
respect to a given Specially Serviced Loan or REO Property; provided, however, that only two (2) Business Days’
written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on an emergency
or urgent basis provided, further, that the applicable Special Servicer shall not be entitled to make such a request
(other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per calendar
month (although such request may relate to more than one Servicing Advance). The applicable Master Servicer may pay the aggregate
amount of such Servicing Advances listed on a monthly request to the applicable Special Servicer, in which case such Special Servicer
shall remit such Servicing Advances to the ultimate payees. The applicable Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, such
Special Servicer may make a Servicing Advance in its sole discretion. Within five (5) Business Days of making such a Servicing
Advance, the applicable Special Servicer shall deliver to the applicable Master Servicer a request for reimbursement for such Servicing
Advance, along with all information and documentation in such Special Servicer’s possession regarding the subject Servicing
Advance as such Master Servicer may reasonably request, and such Master Servicer shall be obligated, out of such Master Servicer’s
own funds, to reimburse such Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances)
made by such Special Servicer pursuant to the terms hereof), together with interest thereon at the 


 



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Reimbursement Rate from the date made
to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within
five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately
available funds to an account designated in writing by such Special Servicer. Upon the applicable Master Servicer’s reimbursement
to the applicable Special Servicer of any Servicing Advance and payment to such Special Servicer of interest thereon, all in accordance
with this Section 3.03, such Master Servicer shall for all purposes of this Agreement be deemed to have made such
Servicing Advance at the same time as such Special Servicer actually made such Servicing Advance, and accordingly, such Master
Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate,
at the same time, in the same manner and to the same extent as such Master Servicer would otherwise have been entitled if it had
actually made such Servicing Advance at the time such Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c),
the applicable Master Servicer shall not be required to reimburse the applicable Special Servicer out of its own funds for, or
to make at the direction of such Special Servicer, any Servicing Advance if such Master Servicer determines in its reasonable
judgment that such Servicing Advance, although not characterized by such Special Servicer as a Nonrecoverable Servicing Advance,
is in fact a Nonrecoverable Servicing Advance. The applicable Master Servicer shall notify such Special Servicer in writing of
such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to such Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any request by a Special
Servicer that the applicable Master Servicer make a Servicing Advance shall be deemed to be a determination by such Special Servicer
that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and such Master Servicer and the Trustee shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on such Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the applicable Special
Servicer shall report to the applicable Master Servicer if such Special Servicer determines any Servicing Advance previously made
by such Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. Such Master
Servicer shall be entitled to conclusively rely on such a determination, and such determination shall be binding upon such Master
Servicer, and shall in no way limit the ability of such Master Servicer in the absence of such determination to make its own determination
that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination that only a portion of,
and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the applicable Master Servicer shall
have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Advance. If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines
that a proposed Servicing Advance with respect to a Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect
to a Serviced Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the
Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within two (2) Business
Days of the date of such determination. Any such determination by the applicable Special Servicer that such Servicing Advance is
or would be a Nonrecoverable Servicing Advance shall be binding on the applicable Master Servicer and the Trustee. All such Advances
shall be reimbursable in the first instance 


 



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from related collections from the Mortgagors
and further as provided in Section 3.05(a). No costs incurred by a Master Servicer or a Special Servicer in effecting
the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall,
for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion
Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so
permit. If a Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure periods),
to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05.
Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would,
if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicers shall consider Unliquidated Advances
in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation
to make any Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment elect
(but shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and REO
Loans) to make a payment from amounts on deposit in its Collection Account (or any Companion Distribution Account maintained as
a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable
as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below
notwithstanding that the applicable Master Servicer (or the applicable Special Servicer, as the case may be) has determined that
a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially
Serviced Loans or REO Loans, the applicable Special Servicer has notified the applicable Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced by an
Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the pari passu nature of
any Companion Loans). The applicable Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing
Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable
Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related
Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing
advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for
under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


(d)        
In connection with its recovery of any Servicing Advance out of the applicable Collection Account (or any Companion Distribution
Account maintained as a


 



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subaccount thereof by
the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the applicable Special Servicer
and then the applicable Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the applicable Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on
the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the applicable Master Servicer shall reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for
any outstanding Servicing Advance as soon as practically possible after funds available for such purpose are deposited in the
applicable Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by the Companion Paying
Agent, if applicable) subject to the applicable Master Servicer’s or the Trustee’s options and rights to defer recovery
of such amounts as provided herein; provided, however, that such Master Servicer’s or Trustee’s options
and rights to defer recovery of such amounts shall not alter such Master Servicer’s obligation to reimburse such Special
Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts on deposit in the Companion
Distribution Account with respect to the related Companion Loan are insufficient for any such reimbursement, the applicable Master
Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage
Loan under the related Intercreditor Agreement to obtain any reimbursement available from the holder of the related Companion
Loan.


 


(e)         
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request from the Mortgagor written confirmation
thereof within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established
or completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall
report any such failure to the applicable Special Servicer within a reasonable time after the date as of which actions or remediations
are required to be or to have been taken or completed.


 


Section 3.04     
The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the Retained Certificate Gain-on-Sale Reserve Account. (a) Each Master Servicer shall establish and maintain, or cause
to be established and maintained, a Collection Account in which such Master Servicer shall deposit or cause to be deposited on
a daily basis and in no event later than the second Business Day following receipt of available and properly identified funds (in
the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other
than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date,
which payments shall be


 




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delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than any
amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other
than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto, in each
case, with respect to the Mortgage Loans for which it acts as Master Servicer:


 


(i)          
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)        
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)       
 late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(b);


 


(iv)        all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the applicable Master Servicer, the applicable Special Servicer, the Holder
of the majority of the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO
Properties in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01
and (B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan
from a securitization by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization)
together with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 





(v)        
any amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)        any
amounts required to be deposited by either Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in its Collection Account; and


 


(vii)       
any amounts required to be deposited by either Master Servicer or either Special Servicer pursuant to Section 3.07(b)
in connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, a Master Servicer need not deposit into its Collection Account any amount that such Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in its Collection Account and then withdrawn.







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The foregoing requirements
for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts either Master Servicer or either Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by such Master Servicer in its Collection Account. If either Master Servicer shall deposit in its Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the applicable Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the applicable Special
Servicer shall remit within one (1) Business Day such amounts to the applicable Master Servicer for deposit into the applicable
Collection Account, in accordance with this Section 3.04(a), provided that to the extent any of the foregoing
amounts are received after 2:00 p.m. (Eastern Time) on any given Business Day, the applicable Special Servicer shall use commercially
reasonable efforts to remit such amounts within one (1) Business Day of receipt of such amount, but, in any event, the applicable
Special Servicer shall remit such amounts to the applicable Master Servicer within two (2) Business Days of receipt of such
amounts. Any such amounts received by the applicable Special Servicer with respect to an REO Property shall be deposited by such
Special Servicer into its REO Account and remitted to the applicable Master Servicer for deposit into its Collection Account, pursuant
to Section 3.14(c). With respect to any such amounts paid by check to the order of the applicable Special Servicer,
such Special Servicer shall endorse without recourse or warranty such check to the order of the applicable Master Servicer and
shall promptly deliver any such check to such Master Servicer by overnight courier. Funds in the Collection Accounts may only be
invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection
Account for the General Master Servicer shall be located at the offices of Wells Fargo Bank, National Association. As of the Closing
Date, the Collection Account for the NCB Master Servicer shall be located at the offices of Wells Fargo Bank, National Association.
Each Master Servicer shall give written notice to the Trustee, the Special Servicers, the Certificate Administrator and the Depositor
of the new location of its Collection Account prior to any change thereof.


 


(b)        
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account
in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), (ii) the Upper
Tier REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates),
and (iii) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Class V Certificates and
the RR Interest. Each Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance
Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds
attributable to the Mortgage Loans for which it acts as Master Servicer (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), (c), (d) and


 




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(e) of the definition of Aggregate Available Funds) for the related Distribution Date and (y) in
the Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the applicable
Collection Account maintained by the applicable Master Servicer after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).
For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held
in the Distribution Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain uninvested.
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to
the extent required to make the distributions of Excess Interest required by Section 4.01(j) of this Agreement.


 


With respect to the Serviced
Companion Noteholders, the Companion Paying Agent shall establish and maintain the Companion Distribution Account, which may be
a subaccount of the related Collection Account, for distributions to the Serviced Companion Noteholders. Funds in the Companion
Distribution Account shall be held for the benefit of the related Serviced Companion Noteholders. The Companion Paying Agent shall
separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such
Serviced Companion Loan. On each Serviced Whole Loan Remittance Date, (1) first, the applicable Master Servicer shall withdraw
from its Collection Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually
received on, and payable in respect of, the applicable Serviced Companion Loan prior to such date and deposit such amount in the
Companion Distribution Account; provided, however, that in no event shall the applicable Master Servicer be required
to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of
any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; and (2) then,
the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k). With respect to any Serviced
Whole Loan, in the event the applicable Master Servicer has received written notice that an Other Servicer or Other Trustee has
made an advance of a monthly debt service payment on a related Serviced Pari Passu Companion Loan and such Master Servicer
subsequently receives Late Collections in respect of such advanced payment, such Master Servicer shall remit to the applicable
Other Servicer or Other Trustee, within two (2) Business Days following receipt of such Late Collections in properly identified
funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with the terms of this Agreement and
the related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale
Reserve Account, the Excess Interest Distribution Account and the Interest Reserve Account, may be subaccounts of a single Eligible
Account, which shall be maintained as a segregated account separate from other accounts.


 




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In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, each Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)         
any amounts required to be deposited by such Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in
connection with Prepayment Interest Shortfalls;


 


(ii)        
any P&I Advances required to be made by such Master Servicer in accordance with Section 4.03;


 


(iii)       
any Liquidation Proceeds paid by such Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or
the Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties
in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the applicable
Collection Account pursuant to Section 9.01);


 


(iv)       
any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)        
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the applicable Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the applicable Master Servicer shall pay
the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment was required
to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date
such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein by the applicable Master Servicer.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(b) and Section 4.01(c), respectively.


 




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Funds on deposit in the
Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested
for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that such
funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the
Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder
that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution Date which
will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall
not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by
the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the BANK 2019-BNK19, Commercial Mortgage
Pass-Through Certificates, Series 2019-BNK19 as their interests may appear”, or in the name of any successor trustee, as
Trustee for the Holders of the BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicers or the Special Servicers shall be liable for
any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


On the Closing Date,
the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds
held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2020, upon receipt
by the Certificate Administrator from the Depositor of a legal invoice related to 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 “BANK-2019-BNK19- 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 Servicers and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account prior to any change
thereof.


 


For the avoidance of
doubt, the Collection Accounts (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of a Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
the Retained Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve Account
(including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess
Interest Distribution Account (and any portion of the Collection Accounts holding Excess Interest) (including interest, if any,
earned on the investment of funds in such accounts) will be owned by the Grantor Trust for the benefit of the Holders of the Class V
Certificates and the RR Interest; the Companion Distribution Account (including interest, if any, earned on the investment of funds
in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution Account (including interest, if
any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)         
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from a Master Servicer or a Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class V Certificates and the RR Interest,
which shall be an asset of the Grantor Trust, but shall not be an asset of any Trust REMIC. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the applicable Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest
Distribution Account an amount equal to the Excess Interest received by such Master Servicer prior to the Determination Date for
the applicable Collection Period.


 


(d)         
Following the distribution of the applicable portions of Excess Interest to Holders of the Class V Certificates and
the RR Interest, as applicable, on the first Distribution


 






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Date after which there
are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 


(e)         
The Certificate Administrator shall establish (upon notice from the applicable Special Servicer of an event occurring that
generates Gain-on-Sale Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Certificateholders
(other than Holders of the RR Interest) and (ii) the Retained Certificate Gain-on-Sale Reserve Account for the benefit of
the Holders of the RR Interest. Each of the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable to any related
Serviced Companion Loan in connection with such sale and remit such funds to the applicable Master Servicer on the later of (x)
the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts are received and properly
identified, along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report. On
the related Remittance Date, the applicable Master Servicer shall remit such funds that are allocable to the Mortgage Loan to the
Certificate Administrator, who shall (i) deposit the Non-Retained Percentage of such funds into the Gain-on-Sale Reserve Account
and (ii) deposit the Required Credit Risk Retention Percentage of such funds into the Retained Certificate Gain-on-Sale Reserve
Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related
Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)         
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-Retained Percentage of such funds for deposit
into the Gain-on-Sale Reserve Account and (ii) the Required Credit Risk Retention Percentage of such funds for deposit into
the Retained Certificate Gain-on-Sale Reserve Account.


 


(g)        
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such
Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The applicable Special Servicer shall, within two (2) Business Days of receipt of properly identified
and available Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The
Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury
Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax
purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection
Accounts to the


 










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Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the
Loss of Value Reserve Fund through the Collection Accounts to a Mortgage Loan Seller as distributions by the Trust to such Mortgage
Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner
of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 



Section 3.05     
Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account.
(a) Each Master Servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount of
its Collection Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being
an order of priority and without duplication of the same payment or reimbursement):


 


(i)         
(A) no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be
remitted by such Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit
to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect
to the Companion Loans;


 


(ii)        
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association
if Wells Fargo Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the NCB Master Servicer,
any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion
Loan, Specially Serviced Loan, and REO Loan, as applicable, the applicable Master Servicer’s rights to payment of Servicing
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially
Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced
Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan
(whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery
of interest thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by such
Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first,
out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related
Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall
be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from
any related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the related Mortgage
Loan and any related Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances) and
then out of general 


 



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collections on the Mortgage
Loans and REO Properties, (C) to pay the Operating Advisor (or the applicable Master Servicer, if applicable) any unpaid
Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan
(other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor
Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially
Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received on or in respect
of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation
Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or
Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations
Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer
Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)        
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the applicable Master
Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts
received which represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage
Loans and REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole
Loan, reimbursement of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage
Loan and not from any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan) prior to reimbursement from
other funds unrelated to such Serviced Whole Loan on deposit in the Collection Accounts; provided, further, that
if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such
P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I Advance from
the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties serviced by such Master
Servicer on deposit in its Collection Account from time to time that represent collections or recoveries of principal to the extent
provided in clause (iv) below; and provided, further, that if such Advance becomes a Nonrecoverable Advance,
then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)         
to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing
Advances, the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights
to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or any related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds,
Insurance and


 




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Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced
Whole Loan, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced
Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu,
from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the applicable Collection Account
related to any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement
Amount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties serviced by such Master Servicer on deposit in the applicable Collection Account from time to time that represent collections
or recoveries of principal to the extent provided in clause (v) below; provided, further, that if such
Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)        
to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable
Advances first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the
related Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances
made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties
serviced by such Master Servicer, then, to the extent the principal portion of general collections is insufficient and with
respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, (2) for Workout-Delayed
Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties serviced
by such Master Servicer net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such
reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan (if any) and then, pro rata and pari passu, from the related Mortgage Loan and any related Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances and provided, further,
that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement
shall be made as described above in this subclauses (1) and (2) of this clause (v), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Accounts; provided, further,
that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds 


 



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collected from the related Serviced
Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected
with respect to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and
Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant
to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any
Serviced Pari Passu Companion Loans and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Accounts related to any Mortgage Loan) or (3) to pay itself, with
respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that
remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to
such Mortgage Loan or REO Property and the deposit into the Collection Accounts of all amounts received in connection therewith;


 


(vi)        at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I
Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Section 4.03(d) or Section 3.11(d), (b) any unreimbursed Servicing
Advances (including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer
as the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) or Section 3.11(d)
or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the applicable Special Servicer
or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided
that in all events, subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan
shall not be paid from funds actually distributable to any related Serviced Companion Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan);


 


(vii)       to
reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan
Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage









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Loan being
limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount paid with respect to
such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition of Purchase Price;


 


(viii)      in accordance with Section 2.03(f), to reimburse itself or the applicable Special Servicer, as the case may
be, first, out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage
Loan or REO Loan, and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer,
for any unreimbursed expense reasonably incurred by such Person in connection with the enforcement of the applicable Mortgage Loan
Seller’s obligations under Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that
such expenses are not reimbursable pursuant to clause (vii) above or otherwise; provided that, in case of such
reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole
Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced
Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective
outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans
and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage
Loans;


 


(ix)        
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer;
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related
Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections with respect to the Mortgage Loan;


 


(x)         
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in its Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment


 




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Earnings with respect
to its Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d); and (b) to pay the applicable Special Servicer, as additional servicing compensation
in accordance with Section 3.11(d), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced
Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust
(other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)        
to recoup any amounts deposited in its Collection Account in error;


 


(xii)        to pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer
or any of their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case
may be, out of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement, with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 


(xiii)     
 to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 3.18(m), Section 5.08(a) and 10.01(f) to the extent payable
out of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment is
in furtherance of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated
by Section 3.14(a); provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such
reimbursement shall be made, subject to the terms of the related Intercreditor Agreement


 




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(i) with respect to the related Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu
basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)      
to pay out of general collections on the Mortgage Loans and the REO Properties serviced by such Master Servicer any and
all federal, state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental
costs and expenses, to the extent that none of the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator or the Trustee is liable therefor pursuant to Section 10.01(g);


 


(xv)       
to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties serviced by such
Master Servicer for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)      
to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan 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)      
[RESERVED];


 


(xx)       
so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination
Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection
Account, any such Person’s right to payment or reimbursement for any such


 





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Uncovered Amount being limited to any general funds
in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements
contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (i) –
(xviii) above;


 


(xxi)      
to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xxii)    
 to clear and terminate its Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxiii)  
  to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


Each Master Servicer
shall also be entitled to make withdrawals from time to time, from its Collection Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer,
the applicable Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or
any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated
by this Agreement, the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


Each Master Servicer
shall keep and maintain separate accounting records, on a loan-by-loan and, when appropriate, on a property-by-property basis,
for the purpose of justifying any withdrawal from its Collection Account.


 


Each Master Servicer
shall pay to the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer from its Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing
Officer of such Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible
Officer of the Trustee or the Certificate Administrator describing the item and amount to which such Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The applicable Master Servicer
may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The applicable
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and,
when appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account. Notwithstanding the above, no written certificate is required for a payment of Special Servicing Fees and/or Workout Fees
arising from collections other than the initial collection on a Corrected Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or


 







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the Asset
Representations Reviewer out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable
from amounts that would otherwise be payable to the related Companion Loan, as applicable.


 


(b)          
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 


(i)           
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest
pursuant to Section 4.01(c);


 


(ii)          
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         
to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)         
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate
Administrator as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee,
the Certificate Administrator, either Master Servicer or either 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, either Master Servicer or either Special Servicer
as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or
(E) the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 





(v)          
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicers or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 


(vi)         
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the
Lower-Tier REMIC or the Upper-Tier REMIC;


 


(vii)        
to pay to the applicable Master Servicer any amounts deposited by such Master Servicer in the Distribution Accounts not
required to be deposited therein;


 







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(viii)     
  to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)          
termination of this Agreement pursuant to Section 9.01.


 


(c)          
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)          
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)           
to make distributions to the Holders of the Regular Certificates and to the Holders of the Class R Certificates in
respect of the Class UR Interest on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable; and


 


(ii)          
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)          
[RESERVED].


 


(f)           
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Accounts and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator Fee listed in Section 3.05(b)(iii), then the Certificate Administrator Fee shall be paid in full prior to
the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then,
after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that
amounts on deposit in the Collection Accounts and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full
amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of such fees and
(ii) if amounts on deposit in the Collection Accounts are not sufficient to reimburse the full amount of Advances and interest
thereon listed in Sections 3.05(a)(ii), 3.05(a)(iii), 3.05(a)(iv), 3.05(a)(v), and 3.05(a)(vi)
then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata,
second to the applicable Special Servicer, third to the applicable Master Servicer and then to the Operating
Advisor.


 


(g)          
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the applicable Special Servicer shall promptly upon written direction from the applicable Master
Servicer (provided that, (1) with respect to clause (iv) below, such Special Servicer shall have provided notice to the
applicable Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the
Certificate Administrator shall have provided the applicable Master Servicer and such Special Servicer with five Business Days’
prior notice of such final Distribution Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the
Loss of Value Reserve Fund to such Master Servicer for deposit into the applicable Collection Account for the following purposes:


 







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(i)            
to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, in accordance with Section 3.05(a)
of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced
REO Property (together with any interest on such Advances);


 


(ii)          
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if
not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)         
to offset any portion of Realized Losses or Retained Certificate Realized Losses, as applicable, that are attributable to
such Mortgage Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss of
Value Payments), incurred with respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)         
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)          
On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan
Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses or Retained Certificate
Realized Losses, as applicable, that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional
trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)          
Any Loss of Value Payments transferred to the Collection Accounts pursuant to clauses (i)-(iii) of the prior
paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor
REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to
the Collection Accounts pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received
by the Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to
the Collection Accounts to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)            
The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06     
Investment of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund. (a) Each Master Servicer
may direct any depository institution maintaining its Collection Account, the Companion Distribution Account, or any Servicing


 










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Account maintained by
or for such Master Servicer (for purposes of this Section 3.06, an “Investment Account”), each Special
Servicer may direct any depository institution maintaining its REO Account and Loss of Value Reserve Fund (also for purposes of
this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may itself
invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds
are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining
such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such
account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the
name of the applicable Master Servicer or the applicable Special Servicer, as the case may be, on behalf of the Trustee (in its
capacity as such) for the benefit of the Certificateholders. Each Master Servicer (in the case of the Collection Account, the
Companion Distribution Account or any Servicing Account maintained by or for such Master Servicer), each Special Servicer (in
the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) on
behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in such Collection
Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as
applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee
shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect
its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment
held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), each Master
Servicer or each Special Servicer, as the case may be, shall take or cause to be
taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement.
In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand,
the applicable Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account
maintained by or for such Master Servicer) or the applicable Special Servicer (in the case of the REO Account, Loss of Value Reserve
Fund or any Servicing Account maintained by or for such Special Servicer) shall:


 


(i)            
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


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


 


(b)          
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained


 






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by or for the applicable Master Servicer to the extent of the Net Investment Earnings, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the applicable Master Servicer to
the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.
Interest and investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such
account for each period from and including any Distribution Date to and including the immediately succeeding P&I Advance Date,
shall be for the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal in accordance
with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as to which
the applicable Master Servicer or applicable Special Servicer, as the case may be, would have been entitled to any Net Investment
Earnings hereunder) directed to be made by the applicable Master Servicer or the applicable Special Servicer, as the case may be,
and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve
Fund or the REO Account, the applicable Master Servicer (in the case of the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for such Master Servicer), the applicable Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the applicable Master Servicer nor the applicable Special Servicer shall
be required to deposit any loss on an investment of funds in an Investment Account
if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications
set forth in the definition of Eligible Account at the time such investment was made (and such federal or state chartered depository
institution or trust company is not an Affiliate of such Master Servicer or such Special Servicer, as applicable, unless such
depository institution or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at
the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)           
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the applicable Master
Servicer may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07     
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) Each Master Servicer (with respect
to the applicable Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use
its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), and each Special Servicer (with respect to


 






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REO
Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by the terms of the related
Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence
with respect to the applicable Master Servicer or the applicable Special Servicer, as the case may be). If the Mortgagor does
not so maintain such insurance coverage, subject to its recoverability determination with respect to any required Servicing Advance,
each Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) or each Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all
insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest therein
and such insurance is available to such Master Servicer or such Special Servicer, as applicable, and, if available, can be obtained
at commercially reasonable rates, as determined (provided that any determination that such insurance coverage is not available
or not available at commercially reasonable rates shall be made (i) prior to the occurrence and continuance of any Control
Termination Event and other than with respect to any Excluded Loan as to the Directing Certificateholder, with the consent of
the Directing Certificateholder, (ii) after the occurrence and during the continuance of a Control Termination Event, but
prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Directing Certificateholder,
and (iii) with respect to any REO Property and other than with respect to an Excluded Loan as to the Risk Retention Consultation
Party, after consultation with the Risk Retention Consultation Party (pursuant to Section 6.08(a) or, in each case,
with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
with the consent of the holder of the related AB Subordinate Companion Loan) and, after consultation by the applicable Special
Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in the case of the Directing Certificateholder
and Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party)). Such determination
shall be made by the applicable Special Servicer except to the extent that the failure of the related Mortgagor to do so is an
Acceptable Insurance Default as determined by such Master Servicer (with respect to a Non-Specially Serviced Loan) or such Special
Servicer (with respect to a Specially Serviced Loan); provided, however, that if any Mortgage permits the holder
thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, such Master Servicer or,
with respect to REO Property, such Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements
as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan,
provided that, with respect to the immediately preceding proviso, a Master Servicer shall be obligated to use efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting
from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the applicable
Master Servicer (with respect to a Non-Specially Serviced Loan) or the applicable Special Servicer (with respect to a Specially
Serviced Loan) (i) unless a Control Termination Event has occurred and is continuing and other than with respect to any Excluded
Loan as to the Directing Certificateholder, with the consent of the Directing Certificateholder, (ii) after the occurrence
and during 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 an Excluded Loan as to the Directing Certificateholder, after


 






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consultation
with the Directing Certificateholder, (iii) with respect to any Specially Serviced Loan other than an Excluded Loan as to
the Risk Retention Consultation Party, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a)
(or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the applicable Special Servicer with the consent of the Serviced AB Whole Loan Controlling Holder) and (iv) other
than with respect to any Excluded Loan, the consent of the Directing Certificateholder, and only in the event the Trustee has
an insurable interest therein and such insurance is available to the applicable Master Servicer or the applicable Special Servicer,
as the case may be, and, if available, can be obtained at commercially reasonable rates. Each Master Servicer and each Special
Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether
any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance
being reimbursed or paid to the applicable Special Servicer as provided in the third-to-last sentence of this paragraph, such
Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage
than was previously required of the Mortgagor under the related Mortgage Loan documents unless such Special Servicer determines
((i) unless a Control Termination Event has occurred and is continuing and other than with respect to any Excluded Loan as
to the Directing Certificateholder, with the consent of the Directing Certificateholder, (ii) after the occurrence and during
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 an Excluded Loan as to the Directing Certificateholder, after consultation with the Directing Certificateholder,
and (iii) with respect to any Specially Serviced Loan other than an Excluded Loan as to the applicable Special Servicer, after
consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (or, in each case, with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent
of the Serviced AB Whole Loan Controlling Holder)) that such insurance is not available at commercially reasonable rates or that
the Trustee does not have an insurable interest, in which case the applicable Master Servicer shall be entitled to conclusively
rely on such Special Servicer’s determination. All Insurance Policies maintained by a Master Servicer or a Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the applicable Master Servicer on behalf
of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan),
including any related Serviced Companion Loan, other than REO Properties) or to the applicable Special Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case
of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the
full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding
principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable,
and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement
cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage
Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in
the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days’ prior notice)
and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified
Insurer authorized under


 






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applicable
law to issue such Insurance Policies. Any amounts collected by a Master Servicer or a Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO
Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the
provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.05(a). Any costs incurred by a Master Servicer in maintaining any such Insurance Policies
in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any
Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by such Master
Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a
Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection Account) and will be charged to
the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be
added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that
the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by a Special Servicer in maintaining
any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO
Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by
the applicable Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if
such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection
Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a
single “Mortgage Loan”. Notwithstanding any provision to the contrary, no Master Servicer shall be required to
maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged
Property unless such insurance was required at the time of origination of the related Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and is currently available at commercially reasonable rates.


 


Notwithstanding the
foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan
that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance
in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably
requires from time to time in order to protect its interests, the applicable Master Servicer shall, consistent with the Servicing
Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged
Property contain Additional Exclusions; provided that such Master Servicer shall be entitled to conclusively rely upon
certificates of insurance in determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to
either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons
for failing to purchase such insurance and (C) if the related Mortgage Loan is a Specially Serviced Loan, notify the applicable
Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge
to be based upon such Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that
any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above.
In addition, upon the written request of the Risk Retention Consultation Party with respect to any individual triggering event,


 






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the applicable Special Servicer will be required
to consult on a non-binding basis pursuant to Section 6.08(a) with the Risk Retention Consultation Party (only with respect
to a Specially Serviced Loan and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) within
the same time period as it would obtain consent of, or consult with, the Directing Certificateholder in connection with any such
determination, by such Special Servicer, of an Acceptable Insurance Default. If the applicable Master Servicer (with respect to
a Non-Specially Serviced Loan) or the applicable Special Servicer (with respect to a Specially Serviced Loan) determines in accordance
with the Servicing Standard that such failure is not an Acceptable Insurance Default, such Special Servicer (with respect to such
determination made by the Special Servicer) shall notify the applicable Master Servicer and such Master Servicer shall use efforts
consistent with the Servicing Standard to cause such insurance to be maintained. Each Master Servicer and each Special Servicer
(at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations. Each Master Servicer
shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions
exist. Furthermore, each Master Servicer or each Special Servicer, as applicable, shall promptly deliver such conclusions in writing
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust
or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust.
During the period that the applicable Master Servicer or the applicable Special Servicer is evaluating the availability of such
insurance or waiting for a response from the Directing Certificateholder or the holder of any Companion Loan, and/or (solely with
respect to Specially Serviced Loans) upon the request of the Risk Retention Consultation Party, consulting (on a non-binding basis)
with the Risk Retention Consultation Party, neither the applicable Master Servicer nor the applicable
Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain)
such insurance and will not be in default of its obligations as a result of such failure and such Master Servicer will not itself
maintain such insurance or cause such insurance to be maintained.


 


(b)          
 (i) If either Master Servicer or either 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, such Master Servicer or such Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the applicable Master Servicer or the applicable
Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses which
would have been covered by such Insurance Policy, promptly deposit into its Collection Account from its own funds the amount of
such loss or losses that would have been covered under the individual policy but are not covered under the blanket Insurance Policy
because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage


 






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Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer
of the Mortgage Loans or any Serviced Companion Loans, the applicable Master Servicer agrees to prepare and present, on behalf
of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance
with the terms of such policy. Each Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake
insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially
reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)           If
either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a
master single interest or force-placed insurance policy with a Qualified Insurer naming such Master Servicer or such
Special Servicer on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be
deemed to have satisfied its obligation to cause such insurance to be maintained on the related Mortgaged Properties and REO
Properties. In the event either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property
to be covered by such master single interest or force-placed insurance policy, the incremental costs of such insurance
applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for
such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by such Master Servicer
as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible clause, in which case
such Master Servicer or such Special Servicer shall, in the
event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying
with the provisions of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such policy had it been maintained, deposit into the applicable Collection Account from its own funds the amount not otherwise
payable under the master single or force-placed interest policy because of such deductible clause, to the extent that any such
deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion
Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)           
Each Master Servicer and each Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the applicable Master Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of such Master
Servicer or such Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements
of this Section 3.07(c). Each Special Servicer and each Master Servicer will promptly report in writing to the Trustee
any material changes that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance
policies, as the case may be, and will furnish to the Trustee copies of all binders and policies or


 









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certificates evidencing
that such bonds, if any, and insurance policies are in full force and effect. Notwithstanding that each of the Ford Factory Mortgage
Loan and the Polo Towne Crossing SC Mortgage Loan (i) specify a minimum required claims paying ability and financial strength
rating of S&P for any insurance carrier issuing insurance policies required under the related Mortgage Loan documents and
(ii) permit the lender to approve lower ratings in lender’s discretion, the applicable Master Servicer and the applicable
Special Servicer shall not obtain, or consent to a Mortgagor obtaining, any such insurance policy issued by a carrier rated by
S&P lower than the minimum rating specified in the related Mortgage Loan documents without obtaining a Rating Agency Confirmation
from S&P.


 


(d)          
At the time the applicable Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property
(other than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance
has been made available), such Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor
(in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance
is available at commercially reasonable rates (as determined by such Master Servicer in accordance with the Servicing Standard
and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to
the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which
is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect
to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described
above is not borne by the Mortgagor, such Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)           
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent
available at commercially reasonable rates (as determined by such Special Servicer prior to the occurrence and continuance of a
Control Termination Event, with the consent of the Directing Certificateholder (other than with respect to any Mortgage Loan that
is an Excluded Loan as to such party)) and, with respect to a Specially Serviced Loan and upon request of the Risk Retention Consultation
Party within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder in accordance
with and to the extent provided in Section 6.08 (in either such case, in accordance with the Servicing Standard), a
flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount
representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance Act of
1968, amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent
with the Servicing Standard. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust
payable out of the related REO


 






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Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, paid by the applicable Master Servicer as a Servicing Advance.


 


(f)           
Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability
of the applicable Master Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote
parent), as applicable, is rated at least “A-” by S&P or “A-” by Fitch (if rated by Fitch), such Master
Servicer (or its public parent) or such Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance
with respect to any of its obligations under this Section 3.07.


 


(g)          
Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08     
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause,
which by its terms:


 


(i)            
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)          
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer;


 


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to any
Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the applicable Special Servicer (with
respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves a Major Decision), on
behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan
or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer,
consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that if such matter
is a Major Decision, (i) the applicable Special Servicer (A) prior to the occurrence and continuance of a Control Termination Event
and other than with respect to an Excluded Loan with respect to the Directing Certificateholder has obtained the consent (or deemed
consent) of the Directing Certificateholder to the extent required by, and pursuant to the process described under Section 6.08(a),
(B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder, a Control Termination Event
shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the applicable
Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a)
and (C) if such






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Mortgage Loan is not an Excluded Loan
as to the Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a
Consultation Termination Event shall have occurred and be continuing, the applicable Special Servicer shall have consulted
with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a)
(provided that in the case of clause (A), clause (B) and clause (C) such consent
shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for
consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the
applicable Special Servicer’s written recommendation and analysis and all information reasonably requested by the
Directing Certificateholder or the Risk Retention Consultation Party, as applicable, and reasonably available to such Special
Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) with respect to any Mortgage
Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance
greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or
(z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all
other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten (10) largest Mortgage Loans
outstanding (by Stated Principal Balance), the applicable Master Servicer or the applicable Special Servicer, as the case may
be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), provided, however, that with respect to sub-clauses (y)
and (z) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least
$10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with
respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class (regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


With respect to any “due-on-sale”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk
Retention Consultation Party or the holder of the majority of the RR Interest, upon request of the Risk Retention Consultation
Party, the applicable Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect
to (i) prior to the occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following
the occurrence and during the continuance of a Consultation Termination Event, all Mortgage Loans, within the same time period
as it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the applicable Master Servicer or the applicable








 






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Special
Servicer, as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained
in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the applicable Master Servicer (with respect to all Non-Specially Serviced Loans) and the applicable Special Servicer (with respect
to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing
Standard whether such conditions have been satisfied.


 


(b)          
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)           
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or



 


(ii)          
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to any
Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the applicable Special Servicer (with
respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves a Major Decision), on
behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan
or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any
additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights,
provided that, if such matter is a Major Decision, (i) (A) if such Mortgage Loan is not an Excluded Loan with respect to
the Directing Certificateholder, no Control Termination Event shall have occurred and be continuing and the matter involves a Major
Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to
the extent required by, and pursuant to the process described under, Section 6.08(a), and (B) if such Mortgage
Loan is not an Excluded Loan with respect to the Directing Certificateholder, a Control Termination Event shall have occurred and
be continuing, and no Consultation Termination Event shall have occurred and be continuing, the applicable Special Servicer shall
have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (C) if
such





 






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Mortgage Loan is not an Excluded Loan
as to the Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a
Consultation Termination Event shall have occurred and be continuing, the applicable Special Servicer shall have consulted
with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a)
(provided that in the case of clause (A), clause (B) and clause (C) such consent
shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for
consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the
applicable Special Servicer’s written recommendation and analysis and all information reasonably requested by the
Directing Certificateholder or the Risk Retention Consultation Party, as applicable, and reasonably available to such Special
Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) such Master Servicer or such
Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding
principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or
(B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a debt service coverage
ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan
and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one of the ten
largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000; provided, however,
that with respect to sub-clauses (A), (B), (C) and (D) of this sub-clause (ii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation
requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the
Directing Certificateholder (regardless of whether a Control Termination Event has occurred and is continuing), the
applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in
respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the
Operating Advisor.


 


With respect to any “due-on-encumbrance”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk
Retention Consultation Party or the holder of the majority of the RR Interest, upon request of the Risk Retention Consultation
Party, the applicable Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect
to (i) prior to the occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following
the occurrence and during the continuance of a Consultation Termination Event, all Mortgage Loans (for the avoidance of doubt,
other than with respect to any transfer or assumptions provided for in clause (xiv) or (xvi) of the definition of
“Master Servicer Decision” or any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master
Servicer Decision pursuant to clause (xiv), (xv) or (xvi) of the definition thereof), within the same
time period as it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.


 





 






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In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer shall (if not already provided
in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or,
with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the applicable Special Servicer shall use reasonable efforts to make the
related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where
no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage
Loan or related Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to all Non-Specially
Serviced Loans) and the applicable Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as
the mortgagee of record, shall determine whether such conditions have been satisfied.


 



After receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with
respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan as to which such matter involves a Major Decision, the applicable Master Servicer shall promptly provide the applicable
Special Servicer with written notice of any such request for such matter, and, unless the applicable Master Servicer and the applicable
Special Servicer mutually agree that such Master Servicer shall process such request, such Special Servicer shall process such
request (including, without limitation, interfacing with the Mortgagor) and such Master Servicer shall have no further obligation
with regard to such request or due-on-sale or due-on-encumbrance. If the applicable Master Servicer and the applicable Special
Servicer mutually agree that the applicable Master Servicer shall process such request, the applicable Master Servicer will be
required to provide the applicable Special Servicer with such Master Servicer’s written recommendation and analysis, to the
extent such Master Servicer is recommending approval, and all information in such Master Servicer’s possession that may be
reasonably requested in order to grant or withhold such consent by the applicable Special Servicer or the Directing Certificateholder
or other person with consent or consultation rights; provided that in the event that such Special Servicer does not respond
within ten (10) Business Days after receipt of such written recommendation and analysis and all such reasonably requested information,
plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and, if applicable,
any additional time period provided to a Companion Holder under a related Intercreditor Agreement, such Special Servicer’s
consent to such matter shall be deemed granted.


 


 






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(c)          
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicers nor the Special Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The applicable Master Servicer and the applicable Special Servicer, as the case may be, shall provide copies of any final waivers
(except with respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information)
it effects pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect
to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this
Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)          
[RESERVED].


 


(f)           
For the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of
Section 3.08(a) through
(d) hereof or, with respect to an NCB Co-op Mortgage Loan, in compliance with the provisions of the following paragraph.
In the case of a Special Servicer, no such waiver or consent that constitutes a Major Decision shall be made without (x) (i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with
respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained
if and to the extent required by, and pursuant to the process described under Section 6.08(a), (y) (i) after
the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, after having
consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) or (z) other
than with respect to any Excluded Loan with respect to the Risk Retention Consultation Party, after having consulted with the
Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a).



 


(g)          
Notwithstanding the foregoing, and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions
regarding the incurrence of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee
in order to incur subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without
the need to obtain any consent or approval of, or to consult with, the Directing Certificateholder hereunder (and without the need
to obtain a Rating Agency Confirmation), permit the related Mortgagor to incur subordinate debt if the NCB Subordinate Debt Conditions
have been met; provided that, subject to the related Mortgage Loan documents and applicable law, the NCB Master Servicer
shall not waive any right it has, or grant any


 



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consent it is otherwise entitled to withhold, in accordance with any related “due-on-encumbrance”
clause under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered
without any expense to the Trust.


 


(h)          
Notwithstanding the foregoing provisions of this Section 3.08, if a Master Servicer or a Special Servicer, as
applicable, makes a determination under Section 3.08(a) or Section 3.08(b) that the applicable conditions
in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted
without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption
or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such
fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to
Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09     
Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the applicable Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the applicable
Special Servicer. The applicable Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
Section 3.24, subject to the Directing Certificateholders’ and the Risk Retention Consultation Party’s
respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related
Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related
Companion Loan) or this Agreement, exercise reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan,
if any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision
hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from
an Uninsured Cause, the applicable Master Servicer or the applicable Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless such Special Servicer has determined in its reasonable
discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to such Master Servicer or such Special Servicer, as applicable, for such Servicing Advance, and such Master
Servicer or such Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon
would constitute a Nonrecoverable Advance. The costs and expenses incurred by the applicable Special Servicer in any such proceedings
shall be advanced by the applicable Master Servicer; provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to
require a Master Servicer or a Special Servicer, on behalf of the Trust, to make 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 applicable Master
Servicer or the applicable Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b)
and the results of any Appraisal obtained pursuant to the following sentence,


 






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all such bids to be made in a manner consistent
with the Servicing Standard. If and when the applicable Special Servicer or the applicable Master Servicer deems it necessary
and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related
defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the applicable Special Servicer or the
applicable Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by
an Independent MAI-designated appraiser the cost of which shall be paid by such Master Servicer as a Servicing Advance.


 


(b)          
The applicable Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless
either:


 


(i)           
such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by such Special Servicer; or


 


(ii)          
such Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master
Servicer as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable
to the related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)           Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the applicable Master
Servicer nor the applicable Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of
foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such
action, the
Trustee, on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be
a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property
within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate to such effect delivered
to the Trustee) the applicable Special Servicer has previously determined in accordance with the Servicing Standard, based on
an Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental
Assessments and performed within six (6) months prior to any such acquisition of title or other action, that:


 





(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


 







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Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any
such Environmental Assessment shall be paid by the applicable Master Servicer as a Servicing Advance and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding
sentence shall be paid by the applicable Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing
Advance (in which case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in
accordance with the related Intercreditor Agreement by the applicable Master Servicer from its Collection Account, including
from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise
payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the applicable
Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after such
Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it deems
necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence
have been satisfied. With respect to Non-Specially Serviced Loans, the applicable Master Servicer and, with respect to
Specially Serviced Loans, the applicable Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be
familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action
must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to
receive the maximum proceeds
available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied
with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the applicable
Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to
acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder and after
consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior to the
occurrence and continuance of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and during
the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event)
and (B) other than with respect to any Excluded Loan as to such party) at such time as it deems appropriate to release such
Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal
balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage,
(i) the applicable Special Servicer shall have notified the Rating Agencies, the Trustee, the


 









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Certificate Administrator,
the applicable Master Servicer, the Directing Certificateholder and the Risk Retention Consultation Party ((A) in the case
of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event and (B) in
the case of the Directing Certificateholder and the Risk Retention Consultation Party, other than with respect to any Excluded
Loan as to such party), in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the
Certificate Administrator shall have posted such notice of the applicable Special Servicer’s intention to so release such
Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in
addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled
to more than 50% of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30)
days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to
respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged
by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is
to be an expense of the Trust; provided that the applicable Special Servicer shall use commercially reasonable efforts
to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)          
Each Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to
the Directing Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded
Loan as to such party), the Master Servicers and the 17g-5 Information Provider monthly regarding any actions taken by such Special
Servicer with respect to any Mortgaged Property securing a Defaulted
Loan, or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed
that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable
Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)           
Each Special Servicer shall notify the applicable Master Servicer of any abandoned and/or foreclosed properties which require
reporting to the Internal Revenue Service and shall provide such Master Servicer with all information regarding forgiveness of
indebtedness and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed
and such Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable
law, such information and such Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all
forgiveness of indebtedness and abandonment and foreclosure to the extent such information has been provided to such Master Servicer
by such Special Servicer. Upon request, the applicable Master Servicer shall deliver a copy of any such report to the Trustee and
the Certificate Administrator.


 


(g)          
Each Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of
the maintenance of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms
of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.


 







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(h)          
Each Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder and the Risk Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention
Consultation Party, other than with respect to any Excluded Loan as to such party) and the applicable Master Servicer and in no
event later than the next succeeding P&I Advance Determination Date.


 


Section 3.10     
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the applicable Master Servicer or the applicable Special
Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes,
the applicable Master Servicer or the applicable Special Servicer, as the case may be, will promptly notify the Trustee and the
Custodian and request delivery of the related Mortgage File. Any such notice and request shall be in the form of a Request for
Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the applicable Collection Account pursuant to Section 3.04(a)
or remitted to the applicable Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7)
Business Days (or within such shorter period as release can reasonably be accomplished if the applicable
Master Servicer or the applicable Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request,
the Custodian shall release the related Mortgage File to the applicable Master Servicer or the applicable Special Servicer, as
the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage
Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full.
No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the applicable Master Servicer or the applicable Special Servicer shall deliver to the
Custodian a Request for Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage
File or any document therein to the applicable Master Servicer or the applicable Special Servicer (or a designee), as the case
may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of
a certificate of a Servicing Officer of the applicable Master Servicer or the applicable Special Servicer, as the case may be,
stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that
all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable
Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a)
have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall
be released by the Custodian to the applicable Master Servicer or the applicable Special Servicer


 






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(or a designee), as the case
may be, with the original being released upon termination of the Trust.


 


(c)           
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable
Special Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable
Special Servicer any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special
Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature,
such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


(d)          
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian
shall release or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11     
Servicing Compensation. (a) As compensation for its activities hereunder, each Master Servicer shall be entitled
to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of
any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan
constituting a “specially serviced loan” under any related Non-Serviced PSA) for which it acts as a master servicer.
As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate
and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case
may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be,
and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due
on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan 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


 









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otherwise provided by
Section 3.05(a). Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable
Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in
the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the applicable Master Servicer’s duties and obligations hereunder to a successor servicer in accordance
with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the
applicable Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms
of the related Intercreditor Agreement.


 


Each Master Servicer
shall be entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor and any related Companion Loan for which it acts as Master Servicer: (i) 100%
of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master
Servicer Decisions; provided, that if any such matter involves a Major Decision (regardless of whether it relates to a Master
Servicer Decision), then such Master Servicer shall be
entitled to 50% of such Excess Modification Fees, (ii) 100% of all assumption application fees and other similar items received
on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the applicable Master Servicer
is processing the underlying transaction and 100% of all defeasance fees (provided that for the avoidance of doubt, any
such defeasance fee shall not include any Modification Fees in connection with a defeasance that the applicable Special Servicer
is entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees
(other than assumption application and defeasance fees) or other actions performed in connection with this Agreement on the Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
relating to Master Servicer Decisions; provided, that if any such matter involves a Major Decision (regardless of whether
it relates to a Master Servicer Decision), then such Master Servicer shall be entitled to 50% of such assumption, waiver, consent
and earnout fees and other similar fees. In addition, the applicable Master Servicer shall be entitled to charge and retain as
additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) any charges for beneficiary statements
or demands (to the extent such beneficiary statements or demands are prepared by the applicable Master Servicer) and other customary
charges, amounts collected for checks returned for insufficient funds (relating to the accounts held by such applicable Master
Servicer) and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited
under the related Mortgage Loan documents, in each case only to the extent actually paid by or on behalf of the related Mortgagor
and shall not be required to deposit such amounts in its Collection Account or 


 






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the
Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(b),
the applicable Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges
to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust
Fund in its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only
to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior
Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or
other income earned on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period
to the extent not required to be paid as Compensating Interest Payments. The applicable Master Servicer shall be required to pay
out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation,
payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against
hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of its Collection
Account and the applicable Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this
Agreement.


 


With respect to any of
the preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled to receive
a portion thereof (other than a split fee with respect to Penalty Charges), such Master Servicer and such Special Servicer shall
each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its
respective portion of such fee; provided, that (A) neither the applicable Master Servicer nor the applicable Special Servicer
will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either
of the applicable Master Servicer or the applicable Special Servicer exercises its right to reduce or elect not to charge its
respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not
have any right to share in any part of the other party’s portion of such fee. If the applicable Master Servicer decides
not to charge any fee (other than Penalty Charges), the applicable Special Servicer shall nevertheless be entitled to charge its
portion of the related fee to which such Special Servicer would have been entitled if such Master Servicer had charged a fee and
such Master Servicer will not be entitled to any of such fee charged by such Special Servicer. Similarly, if the applicable Special
Servicer decides not to charge any fee (other than Penalty Charges), the applicable Master Servicer shall nevertheless be entitled
to charge its portion of the related fee to which such Master Servicer would have been entitled if such Special Servicer had charged
a fee and such Special Servicer shall not be entitled to any portion of such fee charged by such Master Servicer.


 


Notwithstanding anything
herein to the contrary, each of Wells Fargo Bank, National Association and National Cooperative Bank, N.A. may, at its option,
assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan
and any Serviced Pari Passu Companion Loan (and any successor REO Loan) for which it acts as Master Servicer; provided,
however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable
Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the


 









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Trustee) for the Trustee
to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate
servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable
Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The applicable
Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time
and to the extent such Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation
or termination of Wells Fargo Bank, National Association as General Master Servicer or National Cooperative Bank, N.A. as NCB
Master Servicer, as applicable, hereunder (subject to reduction pursuant to the preceding sentence).


 


A Liquidation Fee shall
be payable to each Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) with respect to
which such Master Servicer is acting as Enforcing Servicer and obtains Liquidation Proceeds described in clauses (iv) or
(vii) of the definition thereof.


 


(b)          
As compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to
a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans
or REO Loans, as the case may be, and, in connection with any partial month interest
payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease
to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable
monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special
Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the applicable Special
Servicer’s responsibilities and obligations under this Agreement. The Special Servicers shall not be entitled to any Special
Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)           
Each Special Servicer shall be entitled to additional servicing compensation in the form of


 


(i)            
100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced
Loans,


 


(ii)          
100% of all assumption application fees and other similar items received with respect to Specially Serviced Loans and 100%
of all assumption application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage
Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans to the extent such Special Servicer processes the underlying
transaction,


 







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(iii)        
100% of waiver, consent and earnout fees, or other actions performed in connection with this Agreement on the Specially
Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans,


 


(iv)         
100% of assumption fees and other similar fees received with respect to Specially Serviced Loans,


 


(v)          
50% of all Excess Modification Fees and assumption, waiver, consent and earnout fees and other similar fees (other than
assumption application fees and defeasance fees) received with respect to any Mortgage Loans (other than Non-Serviced Mortgage
Loans, but including any related Serviced Pari Passu Companion Loan(s)) that are Non-Specially Serviced Loans to the extent that
the matter involves a Major Decision,


 


(vi)         
with respect to the accounts held by such applicable Special Servicer, 100% of charges by such Special Servicer collected
for checks returned for insufficient funds, and


 


(vii)       
100% of charges for beneficiary statements and demand charges actually paid by the Mortgagors to the extent such beneficiary
statements or demand charges are prepared by the applicable Special Servicer,


 


shall be promptly paid to the
applicable Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor) to the extent such
fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(b), the applicable Special Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(b) and
(ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve
Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional
servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with
any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only
to the extent actually paid by or on behalf of the related Mortgagor. Each Special Servicer shall also be entitled to
additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on
such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the
applicable Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout
Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the applicable Special
Servicer; provided, further, however, that in the event the Workout Fee collected over the course of
such workout calculated at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer shall be
entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan)
that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any
related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect
to each collection on such Corrected Loan from which fee would otherwise be





 






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payable until an amount equal to the
Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be
payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if
and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicers shall not be entitled to any
Workout Fee with respect to a Non-Serviced Mortgage Loan. If the applicable Special Servicer is terminated (other than for
cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any
related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout
Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the applicable
Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially
Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the
event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a
signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan
solely because the Mortgagor had not had sufficient time to make three (3) consecutive timely Periodic Payments and which
subsequently becomes a Corrected Loan as a result of the Mortgagor making such three (3) consecutive timely Periodic
Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The applicable Special
Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable to
the Special Servicer with respect to (a) each Non-Specially Serviced Loan with respect to which the Special Servicer
acts as the Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan), (c) each REO
Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds and (d) each Mortgage Loan repurchased by a Mortgage Loan Seller or for
which a Loss of Value Payment was paid, in each case, subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however,
Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the
applicable Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the
portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on
such Mortgage Loan. Notwithstanding anything herein to the contrary, a Special Servicer shall only be entitled to receive a
Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,
with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as
provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this
Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan
were a Mortgage Loan. Subject to Section 3.11(b), each Special Servicer will also be entitled to additional fees
in the form of Penalty Charges. The applicable Special Servicer shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts,
other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to
the extent such expenses are not expressly payable directly out of the Collection Account or the


 






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REO Account, and the
applicable Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this
Agreement.


 


With respect to any of
the preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled to receive
a portion thereof (other than a split fee with respect to Penalty Charges), the applicable Master Servicer and the applicable Special
Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective
portion of such fee; provided, that (A) neither the applicable Master Servicer nor the applicable Special Servicer will
have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the applicable
Master Servicer or the applicable Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to
share in any part of the other party’s portion of such fee. If the applicable Master Servicer decides not to charge any fee
(other than Penalty Charges), the applicable Special Servicer shall nevertheless be entitled to charge its portion of the related
fee to which the applicable Special Servicer would have been entitled if the applicable Master Servicer had charged a fee and the
applicable Master Servicer will not be entitled to any of such fee charged by the applicable Special Servicer. Similarly, if the
applicable Special Servicer decides not to charge any fee (other than Penalty Charges), the applicable Master Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the applicable Master Servicer would have been entitled if the applicable
Special Servicer had charged a fee and the applicable Special Servicer shall not be entitled to any portion of such fee charged
by the applicable Master Servicer.


 


(d)          
In determining the compensation of the Master Servicers or the Special Servicers, as applicable, with respect to Penalty
Charges, on any Distribution Date, the aggregate Penalty
Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan since the prior
Distribution Date shall be applied (in such order) to reimburse (i) the applicable Master Servicer, the applicable Special
Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection
with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or
the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect to a Non-Serviced
Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the applicable Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA,
which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional
expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the applicable Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan.
Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation
under the related Non-Serviced PSA) remaining thereafter shall be distributed to the applicable Master Servicer, if and to the
extent accrued while 


 






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such
Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the applicable Special Servicer, if and
to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any
Penalty Charges paid or payable as additional servicing compensation to the Master Servicers and the Special Servicers shall be
distributed between the applicable Master Servicer and the applicable Special Servicer, on a pro rata basis, based on such
Master Servicer’s and such Special Servicer’s respective entitlements to such compensation described in the previous
sentence. Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with respect to any Companion
Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon
and additional expenses of the Trust in accordance with this Section 3.11(b).


 


If a Servicing Shift
Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the applicable Special
Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other
Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such
Serviced Whole Loan as the applicable Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage
Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing
Shift Securitization Date, the Non-Serviced Special Servicer and the applicable Special Servicer shall be entitled to compensation
with respect to such Servicing Shift Whole Loan as if such Special Servicer were being terminated as the Special Servicer with
respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing such Special Servicer as the successor
Special Servicer with respect to such Servicing Shift Whole Loan.


 


(e)           
With respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master
Servicer within two (2) Business Days following the Determination Date, and such Master Servicer shall deliver, to the extent
it has received, to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which
may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between
the Certificate Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable
Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates, if any, with respect to such Distribution
Date; provided that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)           
Each Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly


 







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provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicers in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. Each Master Servicer shall withdraw from its Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in its Collection Account.


 


Section 3.12     
Inspections; Collection of Financial Statements; Delivery of Reports. (a) Each Master Servicer shall perform (at
its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating
to a Mortgage Loan (other than a Non-Serviced Mortgage Loan, an REO Loan or a Specially Serviced Loan) for which it is acting as
Master Servicer with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and
(ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year
2020 (and each Mortgaged Property shall be inspected on or prior to December 31, 2021); provided, however, that
if a physical inspection has been performed by the applicable Special Servicer in the previous twelve (12) months, such Master
Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further,
that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the applicable Special
Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan
becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan.
The cost of such inspection by a Special Servicer pursuant to the second proviso of the immediately preceding sentence
shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges
actually received from the related Mortgagor and then from the applicable Collection Account pursuant to Section 3.05(a)(ii),
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement, with respect to a Serviced Whole Loan, first, from any related
AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the
related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to
the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in
each case, prior to being payable out of general collections. The applicable Special Servicer or the applicable Master Servicer,
as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any
damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy
at the Mortgaged Property that the preparer of such report has knowledge of and the applicable Master Servicer or the applicable
Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of
which the preparer 


 






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of
such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the applicable Master
Servicer or the applicable Special Servicer, as the case may be, deems material, (iv) any visible material waste committed
on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs
of each inspected Mortgaged Property. The applicable Special Servicer and the applicable Master Servicer shall promptly following
preparation deliver or make available a copy (in electronic format) of each such report prepared by such Special Servicer and
such Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to the Directing Certificateholder)
that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating
Agencies, the applicable Special Servicer or the applicable Master Servicer, as applicable, shall deliver or make available a
copy (in electronic format) of each such report prepared by such Special Servicer and such Master Servicer, as applicable, to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Rating
Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan (as to the Directing Certificateholder)
that is a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the applicable Master Servicer
shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling
Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          
Each Special Servicer, in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially
Serviced Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor under the Mortgage Loans
for which it acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements,
budgets, rent rolls (or, with respect to residential cooperative
properties, maintenance schedules) and sales reports of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage
Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced
Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The applicable
Master Servicer and the applicable Special Servicer shall not be required to request such operating statements or rent rolls (or,
with respect to residential cooperative properties, maintenance schedules) more than once if the related Mortgagor is not required
to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the applicable Special Servicer
shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO
Property and shall collect all such items promptly following their preparation. The applicable Special Servicer shall deliver
all such items to the applicable Master Servicer within five (5) Business Days of receipt, and such Master Servicer and such
Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee,
the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60)
days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing
2020. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the applicable 


 






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Master
Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced
Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted
on the Certificate Administrator’s Website. Upon the request of any NRSRO, the applicable Master Servicer (with respect
to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall
deliver or make available copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider
pursuant to Section 3.13(c).


 


In addition, the applicable
Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable 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:


 


(i)            
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five
(45) days of receipt of such quarterly operating statement for the quarter ending September 30, 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 and provides sufficient information to report pursuant to CREFC®
guidelines, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be
required to the extent provided in then-current applicable CREFC® guidelines (it being understood that as of the
Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar
quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property
is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage Loan)
is on the CREFC® Servicer Watch List). The applicable Master Servicer (with respect to all Mortgage Loans (other
than Non-Serviced Mortgage Loans)) or the applicable Special Servicer (with respect to REO Properties that do not relate to Non-Serviced
Mortgage Loans), as applicable, shall deliver or make available copies (in electronic format) of each CREFC® Operating
Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation
and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder
(with respect to any Serviced Companion Loan).


 


(ii)          
Within forty-five (45) days after receipt of an annual operating statement or rent rolls (or, with respect to the residential
cooperative properties, maintenance schedules) (if and to the extent any such information is in the form of normalized year-end
financial statements that have been based on a minimum number of months of operating results as recommended by CREFC®
in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days
of receipt of such annual operating statement for the calendar year ending December 31, 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









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otherwise
agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net
operating income and debt service coverage numbers used by the applicable Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The applicable Master Servicer (with respect to all Mortgage Loans (other than Non-Serviced
Mortgage Loans)) or the applicable Special Servicer (with respect to REO Properties that do not relate to Non-Serviced Mortgage
Loans), as applicable, shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet
and, upon request, the related operating statements or rent rolls (or, with respect to the residential cooperative properties,
maintenance schedules) (in each case, promptly 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, each Special Servicer shall prepare and deliver
or cause to be delivered to the applicable Master Servicer and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer in an electronic
format, reasonably acceptable to the applicable Master Servicer as of the Business Day preceding such Determination Date, which
CREFC® Special Servicer Loan File shall include data, to enable the applicable Master Servicer to produce the following
supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO
Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI
Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial
statements, budgets, operating statements and rent rolls (or, with respect to residential cooperative properties, maintenance
schedules) submitted by the Mortgagor.


 


(d)          
Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning September 2019, each Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files with respect to the Mortgage Loans for which it acts as Master Servicer: (A) to the extent
such Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC®
Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report
and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first
Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial
Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File
pursuant to Section 3.12(c) by the applicable Special Servicer and the applicable Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,


 







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(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e)
to the extent received from the applicable Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City
time) on the P&I Advance Date beginning September 2019, the applicable Master Servicer shall deliver or cause to be delivered
in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the applicable Special Servicer. Not
later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning September 2019,
the applicable Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the
CREFC® Loan Periodic Update File and, to the extent received by such Master Servicer, the CREFC®
Appraisal Reduction Template, if provided for such Distribution Date. In no event shall any report described in this subsection
be required to reflect information that has not been collected by or delivered to the applicable Master Servicer, or any payments
or collections not received by the applicable Master Servicer, as of the close of business on the Business Day prior to the Business
Day on which the report is due.


 


Not later than two (2)
Business Days prior to each P&I Advance Date, the NCB Master Servicer shall deliver to the General Master Servicer an NCB CREFC®
Schedule AL File and any NCB Schedule AL Additional File in both EDGAR-Compatible Format and Excel format; provided, however,
that the NCB Master Servicer shall have no obligation to prepare or deliver such NCB CREFC® Schedule AL File unless
the NCB Master Servicer receives the Initial Schedule AL File from the Depositor pursuant to Section 2.01(i). If the
General Master Servicer does not receive such NCB CREFC® Schedule AL File from the NCB Master Servicer by two (2)
Business Days prior to the related P&I Advance Date, it shall immediately request such NCB CREFC® Schedule AL File from
the NCB Master Servicer via email at BANK2019BNK19@ncb.com and send a copy of such request to the Depositor via email at
CRRCompliance@wellsfargo.com. In preparing the NCB CREFC® Schedule AL File and any NCB
Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the
NCB Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness and accuracy of
the Initial Schedule AL File and Annex A-1 to the Prospectus. The NCB CREFC® Schedule AL File and the NCB Schedule
AL Additional File delivered by the NCB Master Servicer shall each be a single file.


 


Not later than 5:00 p.m.
(New York City time) on each P&I Advance Date beginning September 2019, the General Master Servicer shall deliver to the Certificate
Administrator a CREFC® Schedule AL File and may deliver to the Certificate Administrator a Schedule AL Additional
File, each covering all of the Mortgage Loans (which CREFC® Schedule AL File and Schedule AL Additional File shall
include the information contained in the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File, respectively,
delivered to the General Master Servicer by the NCB Master Servicer for such Distribution Date pursuant to the immediately preceding
paragraph), and each in both EDGAR-Compatible Format and Excel format; provided, however, that the General Master
Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File for any given Distribution Date
unless the General Master Servicer receives the Initial Schedule AL File from the Depositor pursuant to Section 2.01(i)
and the NCB CREFC® Schedule AL File for such Distribution Date pursuant to the immediately preceding paragraph.
If the Certificate Administrator does not receive the


 






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CREFC® Schedule AL File from the General Master Servicer by
5:00 p.m. (New York City time) on the P&I Advance Date, it shall request the CREFC® Schedule AL File from the
General Master Servicer via email at ssreports@wellsfargo.com and send a copy of such request to the Depositor via email
at 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 General Master Servicer
shall be entitled to conclusively rely, absent manifest error, on the content, completeness and accuracy of the Initial Schedule
AL File and Annex A-1 to the Prospectus and the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File
delivered to the General Master Servicer by the NCB Master Servicer for such Distribution Date pursuant to the immediately preceding
paragraph. The CREFC® Schedule AL File and the Schedule AL Additional File delivered by the General Master Servicer
shall each be a single file. The Certificate Administrator shall not be required to combine multiple CREFC® Schedule
AL Files or Schedule AL Additional Files provided or prepared by or on behalf of either or both Master Servicers. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information
contained in any CREFC® Schedule AL File or Schedule AL Additional File. The Certificate Administrator shall not
be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional File
solely by its receipt thereof.


 


In the absence of manifest
error, each Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and
reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon each
Master Servicer’s reports and each Special Servicer’s reports and any information provided by the Trustee, without
any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)           
Each Special Servicer shall deliver to the applicable Master Servicer the reports and information required of such Special
Servicer pursuant to Section 3.12(b) and Section 3.12(c),
and such Master Servicer shall deliver or make available to the Certificate Administrator the reports and data files set forth
in Section 3.12(d). Each Master Servicer may, absent manifest error, conclusively rely on the reports and/or data
to be provided by the applicable Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). The
Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the applicable
Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the applicable
Master Servicer to the Certificate Administrator 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 applicable Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the applicable Special
Servicer pursuant to Section 3.12(b) or Section 3.12(c), the applicable Master Servicer shall have no
obligation to provide such information or reports to the Certificate Administrator until it has received the requisite information
or reports from the applicable Special Servicer, and the applicable Master Servicer shall not be in default hereunder due to a
delay in providing the reports required by Section 3.12(d) caused by the applicable Special Servicer’s failure
to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this
Agreement.


 






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(f)           
Notwithstanding the foregoing, however, the failure of a Master Servicer or a Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
to the extent such Master Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief of such
Master Servicer or such Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan
document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. A Master Servicer and
a Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is
consistent with applicable law and the Servicing Standard. A Master Servicer or a Special Servicer may affix to any information
provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any
other party hereto).


 


(g)          
Unless otherwise specifically stated herein, if a Master Servicer or a Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, such Master Servicer or such Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on such Master Servicer’s website (with respect to items delivered by such Master Servicer (except with respect
to items delivered by such Master Servicer to the Certificate Administrator)) or the Certificate Administrator’s Website,
unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, each Master Servicer and each Special Servicer shall deliver any required statements, reports
or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the applicable Master Servicer or the applicable Special Servicer, as the case may be. The applicable Master Servicer or the
applicable Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure
due to system
problems, however, copies in electronic format shall follow upon the correction of such system problems.


 





Section 3.13     
Access to Certain Information. (a) Each Master Servicer and Special Servicer shall provide or cause to be provided
to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any
Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve
System of the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other
federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to
each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than
any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion
Loan, and the Trust within its control which may be required by applicable law. At the election of the applicable Master Servicer,
the applicable Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by
the delivery of copies of information as requested by such Person and such Master Servicer, such Special Servicer or the Certificate
Administrator shall be permitted to require payment (other


 







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than from the Directing Certificateholder and the Trustee and the Certificate
Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable
out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator or the Custodian.


 


The failure of a Master
Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to
this Section 3.13, the Master Servicers and Special Servicers may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the
form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information
is being provided through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold
access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained
in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of
any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision
of this Agreement to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise
required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that such
Master Servicer or such Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with
the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties,
constitute a waiver of the attorney-client privilege
on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, a Master Servicer
or a Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interests of the
Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the
holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, the applicable Master Servicer (with respect to Non-Specially Serviced Loans)
or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically)
or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies
of any appraisals, operating statements, rent rolls (or, with respect to residential cooperative properties, maintenance schedules)
and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested
by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer or


 









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the applicable
Special Servicer, as the case may be; provided that, in connection with such request, such Master Servicer or such Special
Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in such form as may
be reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, generally to the effect that such Person
will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and
evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have
under this Agreement.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
(except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the
related Mortgage Loan Purchase Agreement, and except for the Master Servicers and the Certificate Administrator, acting in such
capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)         
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)           The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)         
the Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)         
this Agreement and any amendments and exhibits hereto;


 


(C)         
any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)         
the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          
the CREFC® Loan Setup File provided by each applicable Master Servicer to the Certificate Administrator;


 







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(ii)         the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)         
any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the
Trust through the EDGAR system;


 


(iii)       The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)         
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)         
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)         
all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)        The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)         
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the
related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(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; and


 


(D)         
the CREFC® Appraisal Reduction Template;


 


(v)         The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)         
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)         
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 







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(C)         
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)         
any notice of the occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer
delivered pursuant to Section 7.01;


 


(E)          
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other
notice required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          
any Asset Review Report Summary received by the Certificate Administrator;


 


(G)         
any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)         
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(J)           
any notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03;


 


(K)         
any notice of termination pursuant to Section 9.01;


 


(L)         any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of
the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j)
or Section 12.03, respectively;


 


(M)       any notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 


(N)        any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared
by the Operating Advisor in connection with such recommendation;


 


(O)        any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred
or is terminated;


 







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(P)         any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)        any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)        any assessments of compliance delivered to the Certificate Administrator; and


 


(S)        any attestation reports delivered to the Certificate Administrator;


 


(T)        any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 


(U)        any notice or documents provided to the Certificate Administrator by the Depositor or a Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(V)        any Proposed Course of Action Notice;


 


(vi)         
the “Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)        
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 


(viii)       
the “U.S. Risk Retention Special Notices” tab relating to any notices as to ongoing compliance by each Retaining
Party with the retention and hedging covenants in any agreement between the Retaining Parties and the Retaining Sponsor in respect
of compliance with credit risk retention regulations;


 


provided that with respect to a
Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded
Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of such event if
it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B) above
on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the
Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage
Loans available through its Internet website.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in
clause (viii) above, provide e-mail notification to any Privileged Person (other than certain financial market information
providers under this agreement) that has registered to receive access to the Certificate Administrator’s Website that a notice
has been posted to the “U.S. Risk Retention Special Notices” tab.


 







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In the event that Wells
Fargo Bank, National Association in its capacity as the Retaining Sponsor determines that any Retaining Party no longer complies
with the provisions of the Risk Retention Rule, the Retaining Sponsor will be required to send a written notice of such non-compliance
to the Certificate Administrator who will post such notice on its website under the “U.S. Risk Retention Special Notices”
tab.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is
a Borrower Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available
to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the
Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the applicable Master Servicer, the applicable
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect
to the applicable Master Servicer, in electronic form) of an investor certification substantially in the form of Exhibit P-1D
and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F,
which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other
than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-the applicable loan segregation
is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery
of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or
Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a
Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an
investor certification in the form of Exhibit P-1D in physical form (or, solely with respect to the applicable Master
Servicer, in electronic form) hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in writing substantially in the


 









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form of Exhibit P-1E
that such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s)
listed in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F
listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate
Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s
Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access
has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the
form of Exhibit P-1D in physical form (or, solely with respect to the applicable Master Servicer, in electronic form)
to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder
shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website. With
respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the applicable
Master Servicer, the applicable Special Servicer and the Operating Advisor shall mark or label such information as “Excluded
Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the
Certificate Administrator’s Website such Excluded Information (and, if possible at a later time, on loan-by-loan basis)
from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the applicable Master Servicer,
the applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating
Advisor or the Certificate Administrator shall
be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including
any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website) if the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor or the Certificate Administrator,
as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan
and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information
was not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each of the Master Servicers,
the Special Servicers, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in
the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the
Directing Certificateholder or a Controlling Class Certificateholder receives


 









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access pursuant to this
Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information, such Directing Certificateholder or Controlling Class Certificateholder shall be deemed to have agreed that
it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any
related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Certificateholder or Controlling
Class Certificateholder or any of its Affiliates involved in the management of any investment in the related Borrower Party
or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and
procedures in place in order to comply with the obligations described in clause (i) above.


 


To the extent the Risk
Retention Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any information solely
related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports,
Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by a Special
Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator
regarding such Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Trustee, a Master Servicer or a Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other
Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such information,
such Risk Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such
Risk Retention Consultation Party or Holder of an RR Interest or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.
For the avoidance of doubt, (i) any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered
information that is aggregated with information of other Mortgage Loans at a pool level and (ii) the covenants and restrictions
in this paragraph are not applicable to Wells Fargo Bank, National Association, acting in its capacity as Master Servicer or Certificate
Administrator.


 








The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status


 







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Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)           
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BANK 2019-BNK19” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            
any notices of waivers under Section 3.08(d);


 


(ii)          
any Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)         
any notice of final payment on the Certificates;


 


(iv)         
any environmental reports delivered by the applicable Special Servicer under Section 3.09(c);


 


(v)          
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)        any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or Section 11.10;


 


(vii)       any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)      any notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without
receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)         copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)          any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 







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(xi)         any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)        any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(xiii)     
 any notice of a Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant
to Section 7.01;


 


(xiv)       any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)        any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant
to Section 13.01(a)(ix);


 


(xvi)       any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee 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


 







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Information
Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such
information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such
information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be
provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto
(which certification may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “BANK 2019-BNK19” in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information
Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information Provider under
this Agreement that such information, report, notice or document was received and that it has been posted. The Master
Servicers and the Special Servicers may, but shall not be obligated to send such information, report, notice or document to the
applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information
Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.
The 17g-5 Information Provider shall notify-each Person that has signed-up for access to the 17g-5 Information Provider’s
Website and such notice shall specifically identify such document in the subject line or otherwise in the body of the email notice.
The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person
for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general
email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form
of Exhibit P-2 hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BANK


 









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2019-BNK19” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          
The applicable Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide
bulk information that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted
by the 17g-5 Information Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information
in accordance with the timeframe provided in Section 3.13(c) above; provided, however, that if the 17g-5
Information Provider is not able to post such information in accordance with the timeframe in Section 3.13(c), then
it shall post such information within a reasonable time.


 


(e)          
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically via
the Certificate Administrator’s Website.


 


(f)           
Each Master Servicer and each Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor
Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)
(in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of
Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each Master Servicer and each Special Servicer shall be entitled to
(i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a
“click-through” confidentiality agreement if such information is being provided through the applicable Master Servicer’s
website, and (B) acknowledge that such Master Servicer or such Special Servicer may contemporaneously provide such information
to any other Disclosure Party. In addition, to the extent access to such information is provided via the applicable Master Servicer’s
website, such 


 






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Master
Servicer and such Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access
to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the
form of confidentiality agreement used by the applicable Master Servicer or the applicable Special Servicer, as applicable, shall
be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such
Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide
such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership
interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a
prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor Certification
indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor related
thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep
such information confidential with no further dissemination (except that such Certificateholder may provide such information to
its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of a
current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor
and such current or prospective Certificateholder.


 


Neither the Master Servicers
nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicers nor the Special Servicers shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the applicable Master Servicer or the applicable Special Servicer,
as the case may be.


 


(g)          
The Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided, further that the summary of such
oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post
such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)          
The Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention
Consultation Party (in each case, other than, prior to the occurrence and continuance of a Control 


 







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 Termination Event, any Asset
Status Reports that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in
support of the performance of its obligations under this Agreement in electronic format.


 


(i)            
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand,
with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the applicable Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such
Rating Agency’s or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such
Rating Agency’s or NRSRO’s evaluation of the applicable Master Servicer’s, the Operating Advisor, the Asset Representations
Reviewer’s or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided
that such Master Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall
not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with
such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers
are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to
the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information
in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies
may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless
the availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency
from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access
to) other than pursuant to this Section 3.13(i).


 


(j)           
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicers, the Special
Servicers, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other
party hereto shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 





Section 3.14     
Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single
member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall
be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures,
and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the
related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan
is excluded for all purposes of this Section 3.14. Each Special Servicer, on behalf of the Trust and, if applicable,
the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following
the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless such


 








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Special Servicer either (i) applies for a qualifying extension
of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the
period provided in then-applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”)
by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator
an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust
of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not
cause an Adverse REMIC Event. If the applicable Special Servicer is granted or not denied the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding
sentence, such Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or
such Opinion of Counsel, as the case may be. Any expense incurred by such Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated
by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Accounts pursuant
to Section 3.05(a).


 


(b)          
Each Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish
and maintain one or more REO Accounts, held 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 applicable Special Servicer shall deposit, or cause to be deposited, in the REO Account, within
two (2) Business Days after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and
Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments
in accordance with Section 3.06. The applicable Special Servicer shall give notice to the Trustee, the Certificate
Administrator, and the applicable Master Servicer
of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)           
The applicable Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management,
insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account
relating to such REO Property. On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business
Day preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall withdraw from the REO Account and
remit to the applicable Master Servicer, which shall deposit into the applicable Collection Account (or the Companion Distribution
Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection
Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment
Earnings on amounts on deposit in the REO Account; provided, however, that such Special Servicer may retain in such
REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable
reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the









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related REO Property.
In addition, on or prior to the day the applicable Special Servicer remits funds as provided in this Section 3.14(c),
the applicable Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to
such Master Servicer for deposit in the Collection Account, as applicable, on such date. Such Master Servicer shall apply all
such amounts as instructed by such Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on
each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)          
The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15     
Management of REO Property. (a) If title to any REO Property is acquired, the applicable Special Servicer shall manage,
conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the
Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for
the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced
Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of
the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the applicable Special Servicer shall have full
power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the
Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of
the Lower-Tier Regular Interests) all as a collective whole (taking into account the pari passu nature of any Companion
Loan, as the case may be) (as determined by the applicable Special Servicer in its reasonable judgment in accordance with the Servicing
Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded
for all purposes of this Section 3.15. Subject to this Section 3.15, the applicable Special Servicer may
allow the Trust or any commercial
mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within
the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or
operating such REO Property on a different basis. In connection therewith, the applicable Special Servicer shall deposit or cause
to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such properly identified
funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and
shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


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


 


(ii)          
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 







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(iii)         
any ground rents in respect of such REO Property, if applicable; and


 


(iv)         
all costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through
(iv) above with respect to such REO Property, the applicable Master Servicer (subject to receiving notice from the applicable Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the applicable
Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (with respect to any Mortgage
Loan other than an Excluded Loan with respect to the Directing Certificateholder, and prior to the occurrence and continuance of
a Consultation Termination Event) such advances would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)          
Without limiting the generality of the foregoing, no Special Servicer shall:


 


(i)            
permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(iii)         
authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon,
and then only if more than 10% of the construction of such building or other improvement was completed before default on the related
Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         
Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property
on any date more than ninety (90) days after its acquisition date;


 


unless, in any such case, the applicable
Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer as a Servicing
Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case
the applicable Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)           
Each Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)            
the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at
arm’s length;


 







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(ii)          
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)         
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs
and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those
listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs
and expenses) to the applicable Special Servicer upon receipt;


 


(iv)         
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder
with respect to the operation and management of any such REO Property; and


 


(v)          
each Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


Each Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the applicable Special Servicer by such Independent Contractor, and nothing in
this Agreement shall be deemed to limit or modify such indemnification.


 


(d)          
When and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the applicable
Master Servicer a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined
for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering
of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Section 3.15(a) and Section 3.15(b).


 


Section 3.16     
Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become
a Specially Serviced Loan, the applicable Special Servicer shall order (but shall not be required to have received) an Appraisal
and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance
with the Servicing Standard; provided, however, that if the applicable Special Servicer is then in the process of
obtaining an Appraisal with respect to the related Mortgaged Property, such Special Servicer shall make its fair value determination
as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The applicable
Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information
and other relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance
with the Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition
of the related Mortgaged Property and the state of the local economy; provided that the applicable Special Servicer shall
promptly notify the applicable Master Servicer in writing of the initial fair value determination and any adjustment to its fair
value determination.


 






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(ii)          
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the applicable Special Servicer
(with respect to a Specially Serviced Loan) or the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) shall
promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events
requiring notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder
and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have
the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related
Intercreditor Agreement.


 


(iii)         
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced
Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold
together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special Servicer will be entitled
to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and (ii) after consulting with the Risk Retention Consultation Party pursuant to Section 6.08(a), in
each case, provided such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan
if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders
and, subject to the terms of the related Intercreditor Agreement (and provided that the related Non-Serviced Special Servicer
will not be entitled to a liquidation fee), the applicable Special Servicer will be entitled to the liquidation fee that the related
Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage
Loan. Each Special Servicer is required to give the Trustee, the Certificate Administrator, the applicable Master Servicer, the
Operating Advisor and the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing
Certificateholder and the Risk Retention Consultation Party, other than in respect of any Excluded Loan as to such party) not
less than ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer
at least equal to the Purchase Price, the applicable Special Servicer may purchase the Defaulted Loan for the Purchase Price or
may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 






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(iv)         
(A) In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any
offer at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer
for such price), the applicable Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept
the highest offer received from any Person that is determined by such Special Servicer to be a fair price for such Specially Serviced
Loan, if the offeror is a Person other than an Interested Person. In determining whether any offer from a Person other than an
Interested Person constitutes a fair price for any Defaulted Loan, the applicable Special Servicer shall take into account (in
addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement
within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the
related Mortgaged Property and the state of the local economy. If the offeror is an Interested Person (provided that the
Trustee may not be an offeror), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an
Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received.
Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (x) it
is the highest offer received and (y) at least two other offers are received from independent third parties. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely
on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this
Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except
as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing
Advance by the applicable Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable
care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If
the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by
the Trustee. The applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from
such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand
for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance but the
applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from
the applicable Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer
for or purchase any Specially Serviced Loan.


 






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(B)         
The applicable Special Servicer will not be obligated to accept the highest offer if the applicable Special Servicer determines
(in consultation with the Directing Certificateholder and the Risk Retention Consultation Party, subject to the limitations on
consultation set forth in and in accordance with Section 6.08(b) (in each case, unless a Consultation Termination Event
shall have occurred and be continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)
and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in
accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection
of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan
or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders
and, if applicable, the related Companion Holder constituted a single lender). In addition, the applicable Special Servicer may
accept a lower offer from any Person other than an Affiliate of such Special Servicer if it determines, in accordance with the
Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the
case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a
collective whole, as if such Certificateholders and, if applicable, the related Companion 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 applicable Special Servicer
or a Person that is an Affiliate of such Special Servicer. The applicable Special Servicer shall use reasonable efforts to sell
all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation
to make any fair value determination, to
the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


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


 





(b)          
 (i) The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced
Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion
Loan). The applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan,
such sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when
the applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the applicable Master Servicer,
each Companion Holder, the Certificate


 








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Administrator, the Directing Certificateholder and the Risk Retention Consultation Party
((A) in the case of the Directing Certificateholder and the Risk Retention Consultation Party, in respect of any Mortgage
Loan other than an Excluded Loan as to such party and (B) in the case of the Directing Certificateholder, prior to the occurrence
and continuance of a Consultation Termination Event) not less than ten (10) days’ prior written notice of the Purchase
Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property,
in which case such Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at
least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the
applicable Master Servicer, an Affiliate of the applicable Master Servicer, the applicable Special Servicer or an Affiliate of
such Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and may
retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned by
an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(ii)          
In the absence of any such offer as set forth in sub-clause (A) above, the applicable Special Servicer
shall, subject to sub-clause (C) below, accept the highest offer for such REO Property received from any Person that
is determined to be a fair price (1) by such Special Servicer,
if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror is an Interested
Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is
the highest offer received; provided, however, that absent an offer at least equal to the Purchase Price, no offer
from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least
two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(iii)         
The Special Servicers shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer
if such Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case,
as a collective whole (taking into account the pari passu nature of any Serviced Companion Loans). In addition, such
Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such
offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion
Holder, and in either case, as a collective whole (taking into account the pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special
Servicer or a Person that is an Affiliate of such Special Servicer.


 


(iv)         
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert


 







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 in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days
of demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance
but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the applicable
Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert
in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of
such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(v)          
Subject to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion
Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the
terms of this Agreement, none of the Master Servicers, the Special Servicers,
the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to the Trust or any
Certificateholder or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the applicable
Special Servicer or the Trustee.


 


(c)           
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).








 





(d)          
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and
this Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer
determines to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16,
then the applicable Special Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage
Loan as one whole loan and shall require that all offers be submitted to such Special Servicer in writing. To the extent a determination
is required to be made hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination
shall be made by the applicable Special Servicer unless the offeror is an Interested Person and by the Trustee if the offeror is
an


 








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Interested Person and the offer is less than the Purchase Price. Notwithstanding the foregoing, the applicable Special Servicer
will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if
it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan
(provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor
or an Affiliate of the Mortgagor) unless the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu
Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such
Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together
with any amendments to such bid packages) received by the applicable Special Servicer in connection with any such proposed sale;
(c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced
Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced
Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than
is afforded to other offerors and the Directing Certificateholder and the Risk Retention Consultation Party) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the applicable Master Servicer or the applicable Special Servicer in connection with the proposed sale. The holder of the related
Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole
Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale.
Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any
of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required
to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense
of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial mortgage
loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that
has been selected
with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee
shall act in a commercially reasonable manner in making such determination. If the Trustee designates such a third party to make
such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable
fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall
be covered by, and shall be reimbursable, from the offering Interested Person and the applicable Special Servicer shall use efforts
consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable
Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the
applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)          
(i) Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan,
pursuant to the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given
priority over any provision described in this Section 3.16 as


 












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and to the extent set
forth in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by such
Subordinate Companion Holder, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this
Agreement, the related AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)          
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


 


(f)           
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)          
In the event the applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan
on behalf of the Trust pursuant to the related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer
shall exercise such right.


 


Section 3.17     
Additional Obligations of Master Servicers and Special Servicers. (a) Each Master Servicer shall deliver all Compensating
Interest Payments with respect to the Mortgage Loans for which it acts as Master Servicer (other than the portion of any Compensating
Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. Each Master Servicer shall
deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion
Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor.


 


(b)          
Each Master Servicer or each Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports
or notices required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)           
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Accounts and available for distribution on the next Distribution Date, the applicable Master Servicer or the Trustee, each at
its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such
Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining
such reimbursement for such portion of the Nonrecoverable Advance during the one month collection period ending on then-current
Determination Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided
that, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the applicable Master Servicer or the


 








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Trustee makes such an election
at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue
to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as
described above prior to payment from other collections). In connection with a potential election by the applicable Master Servicer
or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the Collection
Period for any Distribution Date, the applicable Master Servicer or the Trustee shall further be authorized to wait for principal
collections on the Mortgage Loans serviced by such Master Servicer to be received until the end of such Collection Period before
making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof;
provided, however, that if, at any time the applicable Master Servicer or the Trustee, as applicable, elects, in
its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a Collection Period will exceed the full amount of the principal portion of general collections on or in respect
of Mortgage Loans deposited in the applicable Collection Account for such Distribution Date, then such Master Servicer or the Trustee,
as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice
of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless
extraordinary circumstances make such notice impractical, which shall mean that (i) the applicable Master Servicer or the
Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice could
jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the applicable Master Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) in the case of a Master Servicer, it has not timely received
from the Trustee information required by such Master Servicer to determine whether to defer reimbursement for a Nonrecoverable
Advance. If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence
apply, the applicable Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting
of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required
by the preceding or second preceding sentence shall in no way affect the applicable Master Servicer’s or the Trustee’s
election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the applicable Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance
to the extent of any principal collections then available in the applicable Collection Account pursuant to Section 3.05(a)(v).
The applicable Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses
resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The foregoing shall
not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person
to comply with the conditions to making such an election under this Section 3.17(c) or to comply with the terms of
this Section 3.17(c) and the other provisions of this Agreement that apply once such an election,


 






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if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the applicable Master Servicer or the applicable Special Servicer,
as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee),
constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the applicable Master
Servicer or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately
instead of deferring such reimbursement, then such Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the applicable Collection
Account for such Distribution Date (deemed first from principal and then interest). Any such election by any such
party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect
to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The applicable Master Servicer’s
or the Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above
is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of such Master Servicer or
the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders
a right to prior payment of distributions over such Master Servicer’s or the Trustee’s, as applicable, right to reimbursement
for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek
immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of
the applicable Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to
any of the Certificateholders or any of the Companion Holders for any such election that such party makes as contemplated by this
Section 3.17(c) or for any losses, damages or other adverse economic or other effects that may arise
from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement.
Neither the applicable Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining
from making an election, that is authorized under this Section 3.17(c).


 


No determination by a
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee, as applicable)
to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement
during such period of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the applicable Master Servicer
or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification
or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


(d)          
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not
require the lender to), at its option, prior


 






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to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the applicable Master Servicer or
the applicable Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold
such amounts in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing
Standard. Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage
Loan (or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


(e)           
Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the
applicable Master Servicer or the applicable Special Servicer, as the case may be, shall provide to the Certificate Administrator
a copy of any such modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable
Event.


 


Section 3.18     
Modifications, Waivers, Amendments and Consents. (a) The applicable Special Servicer shall process waivers,
modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision
for all Mortgage Loans (and any related Serviced Companion Loan) that are Non-Specially Serviced Loans, and the applicable Master
Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that, in either case, is not a Specially Serviced Loan and does not involve
a Major Decision. The applicable Master Servicer and applicable Special Servicer may mutually agree that a modification, waiver,
amendment or consent that constitutes a Major Decision shall be processed by the applicable Master Servicer, subject to the applicable
Special Servicer’s consent. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a),
Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08,
but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion
Holder, as applicable, to advise or consult with the applicable Master Servicer or applicable Special Servicer with respect to,
or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement),
the applicable Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan (and
the applicable Special Servicer shall not consent to any such modification, waiver or amendment by the applicable Master Servicer)
that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other
than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the
Directing Certificateholder having been obtained by the applicable Special Servicer to the extent required by, and pursuant to
the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder,
but prior to the occurrence and continuance of a Consultation Termination Event, the applicable Special Servicer having consulted
with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided,
further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond
the earlier of (i) five (5)


 






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years
prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a
leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the
Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the
expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related
Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan
and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect
thereto is not reasonably foreseeable, prior to any such extension, (1) the applicable Special Servicer shall provide
the Trustee, the Certificate Administrator, the applicable Master Servicer, the Operating Advisor, the Directing
Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk
Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and
(ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel
(at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or
permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(b))
that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing
Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any
Excluded Loan with respect to the Directing Certificateholder, the applicable Special Servicer shall obtain the consent (or
deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with
respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder
and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially
Serviced Loan other than an Excluded Loan with
respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination
Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult
with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a).


 





Notwithstanding the foregoing,
subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to, or consent to,
such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the applicable Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer or the Directing Certificateholder,
may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure
any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other
provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan)
and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification
or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b).


 







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Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the applicable Master Servicer nor
the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more
other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not
reasonably foreseeable unless (i) the applicable Master Servicer or the applicable Special Servicer, as the case may be, obtains
Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder
and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25))
and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and
the applicable Master Servicer or the applicable Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel
(at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited,
at the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan
that is a Non-Specially Serviced Loan, the applicable Master Servicer shall forward such request to the applicable Special Servicer
and, unless the applicable Master Servicer and the applicable Special Servicer mutually agree that such Master Servicer shall process
such request, such Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor)
and, except as provided
in the next sentence, such Master Servicer shall have no further obligation with respect to such request or the Major Decision.
With respect to such request, the applicable Master Servicer shall continue to cooperate with the applicable Special Servicer
by delivering any additional information in the applicable Master Servicer’s possession to the applicable Special Servicer
requested by the applicable Special Servicer relating to such Major Decision. The applicable Master Servicer shall not be required
to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any Major Decision. If the
applicable Master Servicer and the applicable Special Servicer mutually agree that such Master Servicer will (subject to the consent
(or deemed consent) of such Special Servicer) process a request with respect to a Major Decision and such Master Servicer is recommending
approval of such request, such Master Servicer will prepare and submit its written analysis and recommendation to such Special
Servicer with all information in the possession of such Master Servicer that such Special Servicer may reasonably request in order
to withhold or grant its consent, and in all cases such Special Servicer will be entitled (subject to any applicable consultation
rights of the Operating Advisor or any applicable consent or consultation rights of the Directing Certificateholder or any applicable
consultation rights of any related Companion Holders) to approve or disapprove any modification, waiver, amendment or other action
that constitutes a Major Decision. In addition, the applicable Master Servicer shall provide the applicable Special Servicer with
any notice that it receives relating to a default by the Mortgagor under a Ground Lease where the collateral for


 






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the Mortgage
Loan is the Ground Lease, and such Special Servicer will determine in accordance with the Servicing Standard whether the Trust
as lender should cure any Mortgagor defaults relating to Ground Leases. Any costs relating to any such cure of a Mortgagor default
relating to a Ground Lease shall be paid by the applicable Master Servicer as a Servicing Advance.


 


(b)          
If the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation, the
forgiveness or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other
than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge
of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default
has occurred or a payment default or other material default is, in the applicable Special Servicer’s judgment, reasonably
foreseeable (as evidenced by an Officer’s Certificate of such Special Servicer), is reasonably likely to produce a greater
(or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to
the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of
such Specially Serviced Loan, then the applicable Special Servicer may agree to a modification, waiver or amendment of such Specially
Serviced Loan, subject to (w) the provisions of this Section 3.18(b) and Section 3.18(c), (x) (a) the
approval of the Directing Certificateholder with respect to any Major Decision, with respect to any Mortgage Loan other than any
Excluded Loan as to such party (prior to the occurrence and continuance of a Control Termination Event or after the occurrence
and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination
Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08, and (b) with respect to
any Major Decision in respect of a Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation
Party, upon consultation with the Risk Retention Consultation Party as provided in Section 6.08, and (y) with respect
to any Serviced AB Whole Loan, any rights of the related Subordinate Companion Holder to consent to such modification,
waiver or amendment and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion
Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the
related mezzanine lender, to advise or consult with the applicable Special Servicer with respect to, or consent to, such modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement,
as applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in
the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights, and the
Risk Retention Consultation Party shall have no consultation rights, regarding the matter; provided, further, that
in the case of any release or substitution of collateral (other than a defeasance), the applicable Special Servicer shall have
obtained an Opinion of Counsel that such release or substitution would not be a “significant modification” of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder (regardless
of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the
Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed


 






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Major Decisions and
consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in Section 6.08 for consulting with the Operating Advisor.


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the applicable Master Servicer or the applicable Special Servicer, as the case may be, to calculate (or to approve
the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties
or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions,
exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as calculated is greater than 125%, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall require payment of principal by a “qualified amount” as determined under
Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount
is not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code.


 


The applicable Special
Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced
Loan for which it is acting as special servicer if such modification, waiver or amendment
would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring later than the earlier of (a) five
(5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily
by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent
with the Servicing Standard giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence
and continuance of a Control Termination Event, with the consent of the Directing Certificateholder and (B) to the extent such
modification, waiver or amendment constitutes a Major Decision, after consultation with the Risk Retention Consultation Party
pursuant to Section 6.08(a), (in each case, other than with respect to a Mortgage Loan that is an Excluded Loan
as to such party), ten (10) years prior to the expiration of such leasehold estate (including any options to extend such leasehold
estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues
on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)          
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan
is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or


 






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Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          
To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),
and Section 6.08), the applicable Master Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18 if such matter constitutes a Master Servicer Decision) or the applicable Special Servicer (as provided in
Section 3.08(a), Section 3.08(b) and Section 3.18(a) if any such waiver, modification or amendment constitutes
a Major Decision or relates to a Specially Serviced Loan) may, consistent with the Servicing Standard, agree to any waiver, modification
or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably
foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse
REMIC Event. In making this determination, the Master Servicer or the Special Servicer may obtain and rely upon (and shall provide
to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or
such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other
Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor
or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither
the applicable Master Servicer nor the applicable Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance
Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied
by all interest that would be due on the next
Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 





(e)          
Subject to Section 3.18(c), the applicable Master Servicer and the applicable Special Servicer each may, as
a condition to its granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or
any other matter or thing, the granting of which is within such Master Servicer’s or such Special Servicer’s, as the
case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion
Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to such Master Servicer or such Special Servicer,
as the case may be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed
in connection with such request; provided that the charging of such fee is not a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 








(f)           
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into
pursuant to this Section 3.18 shall be in writing, signed by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such


 








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guarantor’s signature
is required by the applicable Special Servicer in accordance with the Servicing Standard).


 


(g)           With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18,
the applicable Special Servicer shall notify the applicable Master Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing
Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, other than
following the occurrence and continuance of a Consultation Termination Event, and in the case of the Directing
Certificateholder or the Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such
party), the applicable Companion Holder (or, to the extent the related Serviced Companion Loan has been included in an Other
Securitization, to the applicable master servicer under the related Other Pooling and Servicing Agreement) (unless, with
respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the
related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan
or the Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall
promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any
Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification,
waiver or amendment (in each case, after it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18,
the applicable Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee, the
Certificate Administrator, the applicable Special Servicer (and the applicable Special Servicer shall forward such notice to
the Directing Certificateholder (in the case of the Directing Certificateholder, only prior to the occurrence and continuance
of a Consultation Termination Event, and other than with respect to an Excluded Loan as to such party)
and the Risk Retention Consultation Party (in the case of the Risk Retention Consultation Party, other than with respect to an
Excluded Loan as to such party)), the applicable Companion Holder (or, to the extent the related Serviced Companion Loan has been
included in an Other Securitization, to the applicable master servicer under the related Other Pooling and Servicing Agreement)
(unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable)
and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such
Mortgage Loan or the Directing Certificateholder or Risk Retention Consultation Party) and the 17g-5 Information Provider (which
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
The party responsible for delivering notice shall deliver to the Custodian with a copy to the applicable Master Servicer (if such
notice is being delivered by the applicable Special Servicer) for deposit in the related Mortgage File, an original counterpart
of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days)
following the execution thereof, with a copy to the applicable Companion Holder (or, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the applicable master servicer under the related Other Pooling and Servicing
Agreement), if any. Following receipt of the applicable Master Servicer’s or the applicable Special Servicer’s, as
the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate
Administrator shall


 






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forward a copy thereof to each Holder of a Certificate (other than the Class R or Class V Certificates).
With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine
debt, the applicable Special Servicer (if such Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
or the applicable Master Servicer (if such Master Servicer processes such modification, waiver or consent pursuant to Sections
3.18(a) and (m) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five
(5) Business Days immediately following the applicable Master Servicer or the applicable Special Servicer, as the case may be,
obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s
incurrence of such debt, substantially in the form of Exhibit JJ, to cts.sec.notifications@wellsfargo.com and
an Additional Disclosure Notification in the form attached hereto as Exhibit DD. The notice contemplated in the preceding
sentence shall set forth, to the extent the applicable Special Servicer or the applicable Master Servicer, as the case may be,
has the requisite information or can reasonably obtain such information, (1) the amount of additional debt that was incurred
in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan
and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In
the event that either (i) the CREFC® Investor Reporting Package is amended to include such information set
forth above, in a manner reasonably acceptable to the applicable Master Servicer, the applicable Special Servicer and the Certificate
Administrator, as applicable, and such Master Servicer confirms with the Certificate Administrator that such amended CREFC®
Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably
acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report
in the form of Exhibit JJ shall no longer be required hereunder. From time to time, the applicable Master Servicer,
the applicable Special Servicer and the Certificate Administrator may agree on a different delivery time and format for the information
set forth in this paragraph.


 


(h)          
Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, each
Master Servicer shall process all defeasance transactions for the Mortgage Loans for which it acts as Master Servicer and shall
be entitled to all defeasance fees paid related thereto (provided that for the avoidance of doubt, any such defeasance fee
shall not include any Modification Fees or waiver fees in connection with a defeasance that any Special Servicer is entitled to
under this Agreement). Notwithstanding the foregoing, such Master Servicer shall not permit (or, with regard to any Non-Serviced
Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and such Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due,
(ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide
cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or
Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that
the Trustee, on


 







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behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall
establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent
permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the applicable Master Servicer
shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited
to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and,
if applicable, Companion Loan documents, the applicable Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided,
further, however, that no such confirmation from any Rating Agency shall be required to the extent that the applicable
Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage
Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a
Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date
Balance of all Mortgage Loans a, and (iii) a Mortgage Loan that is not one of the ten (10) largest Mortgage Loans by Stated
Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii),
(iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable
costs shall be paid by the related Mortgage
Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)            
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the applicable Master Servicer may permit the substitution of “government securities,” within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the applicable Master
Servicer reasonably determines that allowing their use would not cause a default or event of default to become reasonably foreseeable
and the applicable Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under
the Mortgage Loan documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect
that such use would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect
to any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h) (including receipt
of any Rating


 







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Agency Confirmation) are satisfied; and provided, further, that such securities are backed by the full
faith and credit of the United States government, or the applicable Master Servicer shall obtain Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding the foregoing,
with respect to (i) all of the Mortgage Loans originated or acquired by Bank of America, National Association that are subject
to defeasance and (ii) all of the Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings LLC that are
subject to defeasance, each of Bank of America, National Association and Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor
borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained
Defeasance Rights and Obligations”). In the event the General Master Servicer receives notice of a defeasance request
with respect to a Mortgage Loan for which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC,
as applicable, is the related Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations
in the related Mortgage Loan documents, the General Master Servicer shall provide, within five (5) Business Days of receipt of
such notice, written notice of such defeasance request to Bank of America, National Association or Morgan Stanley Mortgage Capital
Holdings LLC, as applicable, in the case of any such Mortgage Loan for which Bank of America, National Association or Morgan Stanley
Mortgage Capital Holdings LLC, as applicable, is the related Mortgage Loan Seller. Until such time as Bank of America, National
Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, provides
the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance
Rights and Obligations as to which (i) Bank of America, National Association is the related Mortgage Loan Seller shall be delivered
to Bank of America, National Association, One Bryant Park, NY1-100-11-07, New York, New York 10036, Attention: Director of CMBS
Securitization, email: leland.f.bunch@baml.com, with copies to Todd W. Stillerman, Associate General Counsel & Director, Bank
of America Merrill Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255,
email: todd.stillerman@bankofamerica.com, and Joshua J. Yablonski, Esq., Katten Muchin Rosenman LLP, 550 S. Tryon Street, Suite
2900, Charlotte, NC 28202-4213, email: joshua.yablonski@kattenlaw.com or (ii) Morgan Stanley Mortgage Capital Holdings LLC is
the related Mortgage Loan Seller shall be delivered to Morgan Stanley Mortgage Capital Holdings LLC, 1585 Broadway, New York,
New York 10036, Attention: Jane H. Lam (with a copy to Morgan Stanley Mortgage Capital Holdings LLC, 1633 Broadway, 29th Floor,
New York, New York 10019, Attention: Legal Compliance Division and a copy by email to cmbs_notices@morganstanley.com). With respect
to any Mortgage Loan originated or acquired by Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings
LLC, as applicable, that is subject to defeasance, if the successor borrower is not designated or formed by Bank of America, National
Association or Morgan Stanley Mortgage Capital Holdings LLC, as the case may be, or any Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 






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(j)            
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the applicable Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”),
which shall be Eligible Accounts, into which all payments received by such Master Servicer from any defeasance collateral substituted
for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the
Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the applicable Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested
by such Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to
be placed in a separate account, the applicable Master Servicer shall deposit all payments received by it from defeasance collateral
substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage
Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Aggregate
Available Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein
to the contrary, in no event shall the applicable Master Servicer permit such amounts to be maintained in the Collection Account
for a period in excess of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in the case of a leap year).


 


(k)          
Notwithstanding anything to the contrary in this Agreement, neither the applicable Master Servicer nor the applicable Special
Servicer, as the case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any)
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the cost of which shall be
paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out of general collections)
grant or accept any consent, approval or direction regarding the termination of the related property manager or the designation
of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is one
of the ten (10) largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that is at least
equal to 5% of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)           
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the
applicable Special Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having
received a copy of an Opinion of Counsel addressed to such Special Servicer and the applicable Master Servicer that such modification,
waiver, consent or amendment will not cause an Adverse REMIC Event 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.


 







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(m)          Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor
Agreement, the applicable Master Servicer may, without any Directing Certificateholder approval, consent or
consultation (except as otherwise provided below in the definition of Master Servicer Decision), Risk Retention Consultation
Party consultation or the applicable Special Servicer’s approval, consent or consultation take any of the following
actions with respect to Mortgage Loans that are not Specially Serviced Loans and any related Serviced Companion Loans (each
such action, a “Master Servicer Decision”): (i) grant waivers of non-material covenant defaults
(other than financial covenants) including late (but not waived) financial statements (except that, other than with respect
to any NCB Co-op Mortgage Loan or any Excluded Loan with respect to the Directing Certificateholder or the holder of the
majority of the Controlling Class, and prior to the occurrence and continuance of a Control Termination Event, the Directing
Certificateholder’s consent (or deemed consent) shall be required to grant waivers of more than 3 consecutive late
deliveries of financial statements); (ii) consents to releases of non-material, non-income producing parcels of a
Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the ability of the
related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are required by
the related Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way
(including, without limitation, for utilities, access, parking, public improvements or another purpose) or subordination of
the lien of the Mortgage Loan to easements except that, prior to the occurrence and continuance of a Control Termination
Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the
majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be required to
approve or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or
a Mortgagor’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;
(iv) grant routine approvals, including granting of subordination, non-disturbance and attornment agreements and
consents involving leasing activities, including approval
of new leases and amendments to current leases (other than for ground leases) (provided that, prior to the occurrence and
continuance of a Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall
be required for leasing activities that affect an area greater than or equal to the lesser of (1) 30% of the net rentable
area of the improvements at the Mortgaged Property or (2) 30,000 square feet), including approval of new leases and amendments
to current leases; (v) consent to actions and releases related to condemnation of parcels of a Mortgaged Property (provided
that, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any Excluded Loan
with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s
consent (or deemed consent) shall be required in connection with any condemnation with respect to a material parcel or a material
income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the
ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or any related Companion Loan when
due); (vi) consent to a change in property management relating to any Mortgage Loan or any related Companion Loan if the
replacement property manager is not a Borrower Party (provided that, prior to the occurrence and continuance of any Control
Termination Event, and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the


 






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holder
of the majority of the Controlling Class, and other than any NCB Co-op Mortgage Loan, the Directing Certificateholder’s
consent (or deemed consent) shall be required for any Mortgage Loan (including any related Companion Loans) that has an outstanding
principal balance equal to or greater than $10,000,000); (vii) approve annual operating budgets for Mortgage Loans; (viii)
consent to any releases or reductions of or withdrawals from (as applicable) any letters of credit, escrow funds, reserve funds
or other additional collateral with respect to any Mortgage Loan, except that (other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and prior to the occurrence
and continuance of a Control Termination Event and other than with respect to any NCB Co-op Mortgage Loan) the Directing Certificateholder’s
consent (or deemed consent) shall be required for earnout or performance reserve releases with respect to the letters of credit,
escrow funds, reserve funds and other additional collateral listed on Schedule 3; (ix) grant any extension or enter into
any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related
Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120 days after
the related Maturity Date and (B) the related Mortgagor, on or before the related Maturity Date, has delivered documentation
reasonably satisfactory in form and substance to the applicable Master Servicer, which provides that a refinancing of such Mortgage
Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will
become due; (x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement,
except that (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the
majority of the Controlling Class and other than amendments to split or resize notes consistent with the terms of such Intercreditor
Agreement) the Directing Certificateholder’s consent (or deemed consent) shall be required for any such modification to
an Intercreditor Agreement other than during a Control Termination Event, and if any such modification or amendment would adversely
impact the applicable Special Servicer, such modification or amendment will additionally require the consent of such Special Servicer
as a condition to its effectiveness; (xi) any determination of an Acceptable Insurance Default, except that, prior to the
occurrence and continuance of a Control Termination Event and other than in the case of any Excluded Loan with respect to the
Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent
(or deemed consent) shall be required in accordance with this Agreement for any such determination; (xii) approve or consent
to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the
type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of
defeasance if the Mortgage Loan documents do not otherwise permit such principal prepayment; (xiii) any determination to bring
a Mortgaged Property (other than an REO Property) into compliance with applicable environmental laws or to otherwise address hazardous
material located at a Mortgaged Property subject, prior to the occurrence and continuance of a Control Termination Event and other
than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class, to the consent (or deemed consent) of the Directing Certificateholder; (xiv) any assumption of the Mortgage Loan or
transfer of the Mortgaged Property, in each case, that the Mortgage Loan documents allow without the consent of the lender but
subject to satisfaction of conditions specified in the Mortgage Loan documents


 






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where no lender discretion is necessary in order
to determine if such conditions are satisfied; (xv) with respect to NCB Co-op Mortgage Loans, consent to the related Mortgagor
incurring subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of the NCB Subordinate Debt
Conditions with respect to such subordinate debt; and (xvi) grant or agree to any other waiver, modification, amendment and/or
consent that does not constitute a Major Decision; provided that (w) any such action would not in any way affect a
payment term of the Certificates, (x) any such action would not constitute a “significant modification” of such
Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either
Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense
of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent
with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing
to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided,
further, that, with respect to any Serviced AB Whole Loan, the foregoing matters shall not include (and Master Servicer
Decision shall not include) any action that constitutes a “major decision” under the related Intercreditor Agreement.
In the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall be
deemed given if a response to the request for consent is not provided within ten (10) Business Days after receipt of the applicable
Master Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder,
and reasonably available to such Master Servicer in order to grant or withhold such consent. The foregoing is intended to be an
itemization of actions the Master Servicers may take without having to obtain the approval of any other party and is not intended
to limit the responsibilities of the Master Servicers hereunder.


 


(n)          
No Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and
other amounts) shall only be payable after the point in time at which all interest and principal on the senior or “A”
portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall no longer be outstanding;
provided, however, that interest and other amounts in respect of such junior or “B” portion may accrue
prior to such point in time.


 





Section 3.19     
Transfer of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping; Asset Status Report.
(a)  Upon determining that a Servicing Transfer
Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the
applicable Master Servicer or the applicable Special Servicer, as the case may be, shall promptly give notice to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, the Operating Advisor and the Directing Certificateholder
(in the case of the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan as to such party) thereof, and the applicable Master Servicer
shall deliver the related Mortgage File and Servicing File to the applicable Special Servicer and concurrently provide a copy
of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The applicable Master Servicer shall
use its reasonable efforts to provide the applicable Special Servicer with all documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan


 







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and, if applicable, the related
Serviced Companion Loan, either in the applicable Master Servicer’s possession or otherwise available to such Master Servicer
without undue burden or expense, and reasonably requested by the applicable Special Servicer to enable it to assume its functions
hereunder with respect thereto. Such Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (iii),
(iv), (viii) or (ix) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving
notice from the applicable Special Servicer of such Servicing Transfer Event when such Special Servicer makes the determination)
and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until such Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the
related Serviced Companion Loan. The applicable Master Servicer shall deliver to the Trustee, the Certificate Administrator, the
Operating Advisor, the Directing Certificateholder (with respect to the Directing Certificateholder (i) prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party),
a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer to the applicable Special Servicer,
or by the applicable Special Servicer to the applicable Master Servicer, pursuant to this Section 3.19. Prior to the
occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling
Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer pursuant
to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3) consecutive Periodic
Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the
applicable Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage
Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the applicable Special Servicer shall
immediately give notice thereof to the applicable Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and the Directing Certificateholder
(with respect to the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan as to such party) and shall return the related Mortgage File
and Servicing File to the applicable Master Servicer (or copies thereof if copies only were delivered to the applicable Special
Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to such Master Servicer, such Special
Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of such Master Servicer to service
and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)          
In servicing any Specially Serviced Loans and Serviced Companion Loans, the applicable Special Servicer will provide to
the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related
Mortgage File to the extent within its possession (with a copy of each such original to the applicable Master Servicer), and provide
the applicable Master Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including
correspondence with the related Mortgagor.


 







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(c)           
Notwithstanding the provisions of Section 3.12(c), the applicable Master Servicer shall maintain ongoing payment
records with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect
to a Non-Serviced Mortgage Loan) and shall provide the applicable Special Servicer with any information in its possession with
respect to such records to enable such Special Servicer to perform its duties under this Agreement; provided that this statement
shall not be construed to require such Master Servicer to produce any additional reports.


 


(d)          
No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and, if applicable, the related Companion Loan, the applicable Special Servicer shall deliver in electronic format a report
(the “Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and
the related Mortgaged Property to the applicable Master Servicer, the Directing Certificateholder (but with respect to the Directing
Certificateholder, only in respect of any Mortgage Loan other than (A) any Excluded Loan as to the Directing Certificateholder
or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the
occurrence and continuance of a Consultation Termination Event), the Risk Retention Consultation Party (but only in respect of
any Mortgage Loan other than an Excluded Loan as to the Risk Retention Consultation Party), the Operating Advisor (but, other than
with respect to an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
and, with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced
Companion Loan has been included in an Other Securitization, to the applicable master servicer of such Other Securitization into
which the related Serviced Companion Loan has been sold; the applicable Special Servicer shall also deliver
a summary of each Final Asset Status Report to the Certificate Administrator and the Certificate Administrator shall post the
summary of the Final Asset Status Report to the Certificate Administrator’s Website. For the avoidance of doubt, neither
Master Servicer shall make any Asset Status Reports available to any Certificateholders on its website. None of the parties to
this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator. The applicable
Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a
Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed
by the Directing Certificateholder or that otherwise includes an indication that such Asset Status Report is deemed approved due
to the passage of any required consent or consultation time period or (ii) such other method as reasonably agreed to by the Operating
Advisor and the applicable Special Servicer. Further, the Certificate Administrator shall not request any Asset Status Report
or Final Asset Status Report from either Master Servicer. Such Asset Status Report shall set forth the following information to
the extent reasonably determinable based on the information that was delivered to the applicable Special Servicer in connection
with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)            
a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 







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


 


(iii)        
 the most current rent roll (or with respect to a residential cooperative properties, maintenance schedule), and income or
operating statement available for the related Mortgaged Property;


 


(iv)         
(A) the applicable Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing
status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being
considered by such Special Servicer in connection with the proposed or taken actions;


 


(v)          
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)         
a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air
rights lease, if applicable) or franchise agreement;


 


(vii)       
the decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting
forth such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)         
the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer
together with an explanation of those adjustments; and


 


(x)          
such other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10)
Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report
in writing or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard







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that the disapproval
by the Directing Certificateholder (communicated to the applicable Special Servicer within ten (10) Business Days) is not
in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking
into account the pari passu or subordinate nature of any Companion Loan), the applicable Special Servicer shall implement
the recommended action as outlined in such Asset Status Report; provided, however, that the applicable Special Servicer
may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan
documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or
the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable
Special Servicer has not made the affirmative determination described above, the applicable Special Servicer shall revise such
Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days
after such disapproval, to the applicable Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance
of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and continuance
of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion
Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event) and the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control
Termination Event, the applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d)
until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10)
Business Days of receiving such revised Asset Status Report or until the applicable Special Servicer makes a determination, in
accordance with the Servicing
Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan); provided
that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days
following the first submission of an Asset Status Report, the applicable Special Servicer shall act pursuant to the Directing
Certificateholder’s direction, if consistent with the Servicing Standard, and after the occurrence and continuance of a
Control Termination Event, may act upon the most recently submitted form of Asset Status Report; provided, however,
that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required
pursuant to Section 6.08. Each Special Servicer may, from time to time, modify any Asset Status Report it has previously
delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant
to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether
a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class that includes a Major Decision and consider alternative
actions recommended by the Operating


 






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Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the applicable Special Servicer, shall (a) require
or cause the applicable Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of
this Agreement, including the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and
to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose
the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers,
the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to
any claim, suit or liability or (d) materially expand the scope of the applicable Special Servicer’s, the Trustee’s
or the applicable Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly deliver each
Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing Certificateholder
(if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as
to such party). The Operating Advisor shall provide comments to the applicable Special Servicer in respect of the Asset Status
Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt
of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible alternative
courses of action
to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The applicable Special Servicer shall consider
such alternative courses of action and any other feedback provided by the Operating Advisor (and the Directing Certificateholder
(in each case, if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an
Excluded Loan as to such party or a Non-Serviced Mortgage Loan) in connection with the applicable Special Servicer’s preparation
of any Asset Status Report. The applicable Special Servicer may revise the Asset Status Report as it deems necessary to take into
account any input and/or comments from the Operating Advisor (and the Directing Certificateholder (if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as to such party)), to the extent
the applicable Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)). Promptly
upon determining whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating
Advisor or the Directing Certificateholder, the applicable Special Servicer shall revise the Asset Status


 






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Report, if applicable,
and deliver to the Operating Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset
Status Report is issued) or notice that the applicable Special Servicer has decided not to revise such Asset Status Report, as
applicable.


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder shall have
no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
(except with respect to any Excluded Loan as to such party) and the Operating Advisor shall consult with the applicable Special
Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. The Directing
Certificateholder (other than in its capacity as a Certificateholder) (in each case, after the occurrence and during the continuance
of a Consultation Termination Event (and at any time with respect to any Excluded Loan as to such party)), shall have no right
to receive any Asset Status Report or otherwise consult with the applicable Special Servicer with respect to Asset Status Reports
and the applicable Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The applicable Special Servicer may choose to revise the Asset Status Report as it deems reasonably
necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor
or the Directing Certificateholder during the applicable periods described above, but is under no obligation to follow any particular
recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
applicable Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming
a Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Intercreditor Agreement.


 


(e)          
(i) Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the applicable Master Servicer
shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the applicable Special Servicer
with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such Special Servicer
to enable it to negotiate with the related Mortgagor. The applicable Master Servicer shall use its reasonable efforts to comply
with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 








(ii)          
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day
or 30-day period, respectively, set forth therein), the applicable Master Servicer shall deliver notice


 








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thereof to the Operating
Advisor at the same time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)           
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following
the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan, the applicable Special Servicer shall
deliver in electronic format to the Directing Certificateholder (other than any Excluded Loan with respect to such party) a draft
notice that will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report,
but shall not include any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage
Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related Serviced
AB Whole Loan Controlling Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the occurrence
and continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing
Certificateholder approves of, or does not disapprove of such draft summary, then the applicable Special Servicer shall deliver
in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the
Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively
disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the applicable Special
Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until the Directing Certificateholder
approves such draft summary; provided, however, that if the Directing Certificateholder has not approved of the draft
summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final
Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the applicable Special Servicer
prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided,
further, however, that if at any time
the applicable Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder
is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole
(taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard, the applicable
Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding
such disapproval. The applicable Special Servicer shall promptly deliver (but in any event no later than two (2) Business
Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor. The applicable Special Servicer
shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of
an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved
or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement
(to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice
of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting
on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 






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(g)          
No provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20     
Sub-Servicing Agreements. (a) Each Master Servicer and each Special Servicer may enter into Sub-Servicing Agreements
to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires
the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume
all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement,
or, alternatively, may act in accordance with Section 7.02 under the circumstances described therein (subject to Section 3.20(g));
(iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)
and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement,
but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by
the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator,
the Master Servicers or Special Servicers, as applicable (other than the applicable Master Servicer or applicable Special Servicer
that enters into such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder
(or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement
with respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial
Sub-Servicing Agreements may only be terminated by the Trustee
or its designees as contemplated by Section 3.20(g) and in such additional manner and by such other Persons as is
provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that
may be satisfied out of assets of the Trust except through the applicable Master Servicer or the applicable Special Servicer,
as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan unless and to the extent the applicable Master Servicer or the applicable Special Servicer, as the
case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action
constituting a Major Decision without the consent of the applicable Master Servicer or the applicable Special Servicer, as applicable
(which consent shall not be granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; and (ix) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be
terminated (following the expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due
date any Exchange Act reporting items required to be delivered to the applicable Master Servicer, the Certificate Administrator
or the Depositor under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling
and servicing agreement that the 


 






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Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under Article XI or under the Exchange Act reporting items required under any other pooling
and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special servicer, as applicable,
hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned and may assume
any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as the case may be (subject to Section 3.20(g)).
In addition, each Sub-Servicing Agreement entered into by the applicable Master Servicer may but need not provide that the obligations
of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make
all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced
Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO
Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The applicable
Master Servicer or applicable Special Servicer, as the case may be, shall deliver to the Trustee copies of all Sub-Servicing Agreements,
and any amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery
of such documents. References in this Agreement to actions taken or to be taken by the applicable Master Servicer include actions
taken or to be taken by a Sub-Servicer on behalf of each Master Servicer; and, in connection therewith, all amounts advanced by
any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to
satisfy the obligations of the applicable Master
Servicer hereunder to make Advances shall be deemed to have been advanced by the applicable Master Servicer out of its own funds
and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same
funds as if such Sub-Servicer were the applicable Master Servicer, and, for so long as they are outstanding, such Advances shall
accrue interest in accordance with Section 3.03(d), such interest to be allocable between the applicable Master Servicer
and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this
Agreement, each Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such
payment. The applicable Master Servicer or the applicable Special Servicer, as the case may be, shall notify the applicable Master
Servicer or the applicable Special Servicer, as the case may be, the Trustee and the Depositor (and such Special Servicer shall
notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that a Master Servicer
need not provide such notice as to the Initial Sub-Servicing Agreements.








 


(b)          
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the applicable Master
Servicer’s obligations under this Agreement.


 







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(c)           
As part of its servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the
benefit of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor
the performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that
the applicable Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with
the requirements of Article XI. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The applicable Master
Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the related Sub-Servicing Agreement.


 


(d)          
In the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a
Master Servicer under any Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming
party all documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion
Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise
use reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the applicable Master
Servicer shall remain obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans
serviced hereunder and the Certificateholders for the performance of its obligations
and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions
as if it alone were servicing and administering the Mortgage Loans for which it is responsible, and the applicable Master Servicer
shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall the Trust bear any termination
fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)           
The Trustee, upon the request of the applicable Master Servicer, shall furnish to any Sub-Servicer any documents necessary
or appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 








(g)          
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master
servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or
without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and
any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights
and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the applicable Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing
obligations of the


 








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applicable Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing
Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified
in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial
Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably
withheld).


 


(h)          
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with either Master Servicer, the applicable Special
Servicer shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such
request) of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information,
and affording access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case
may be, to the applicable Master Servicer pursuant to the terms hereof.


 


(i)            
Notwithstanding any other provision of this Agreement, no Special Servicer shall enter into any Sub-Servicing Agreement
that provides for the performance by third parties of any or all of its obligations herein, without, prior to the occurrence and
continuance of any Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect
to the Directing Certificateholder, the consent of the Directing Certificateholder, except to the extent necessary for the applicable
Special Servicer to comply with applicable regulatory requirements.


 


Section 3.21     
Interest Reserve Account.


 


(a)          
On the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year
(in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect
of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest
on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month
in which the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof (all amounts so deposited in any consecutive February and January “Withheld Amounts”).


 


(b)          
On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22     
Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicers and the Special Servicers shall, without charge, make a knowledgeable Servicing Officer via
telephone available to verbally answer questions from (a)  the Directing Certificateholder ((i) prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such 


 








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party) and
(b) upon the occurrence and during the continuance of any Control Termination Event, the Operating Advisor (with
respect to a Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for
which the applicable Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


Section 3.23     
Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain
Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party. (a) Each Controlling Class Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator
and to notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer and the Operating
Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially
in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal
thereof. The Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed
by virtue of its purchase of a Certificate to notify the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when
it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the General Special
Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall execute and deliver to
the parties to this Agreement a certification
substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing
Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor directing certificateholder shall
deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


On the Closing Date,
the initial Risk Retention Consultation Party shall execute and deliver to the parties to this Agreement a certification substantially
in the form of Exhibit P-1H to this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation
Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)          
Once a Directing Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing
Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the
event that (i) the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee
or the Operating Advisor receives written notice from a majority of the Controlling


 







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Class Certificateholders that a Directing
Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant
to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name
and address to the Certificate Administrator and notify the applicable Master Servicer, the Certificate Administrator, the applicable
Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the
applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor
shall be entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns
the largest aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder
actually owns the largest aggregate Certificate Balance of the Controlling Class. The foregoing provisions shall not be applicable
to the Directing Certificateholder that is a Loan-Specific Directing Certificateholder. Additionally, once a Risk Retention Consultation
Party has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such
selection unless the Holders of the RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance,
or such Risk Retention Consultation Party shall have notified the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Holder of the RR Interest, in writing, of the selection of a new Risk Retention
Consultation Party.


 








(c)          
Until it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)          
In the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed
or identified to either Master Servicer or either Special Servicer, as applicable, and such Master Servicer or such Special Servicer,
as the case may be, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified
to such Master Servicer or such Special Servicer, as applicable, then until such time as the new Directing Certificateholder or
Risk Retention Consultation Party, as applicable, is identified to such Master Servicer or such Special Servicer, as applicable,
such Master Servicer or such Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder or Risk Retention Consultation Party, as applicable, as the case may
be.


 


(e)          
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating
Advisor, the Master Servicers and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses.
In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention


 









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Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the applicable Master Servicer and the applicable Special Servicer. Notwithstanding
the foregoing, (A) Seer Capital Management, LP shall be the initial Directing Certificateholder (but not the Loan-Specific
Directing Certificateholder) and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until
a Consultation Termination Event occurs and is continuing; provided that if such Directing Certificateholder resigns, there
shall be no Directing Certificateholder until such time as one is appointed pursuant to the terms of this Agreement and the Special
Servicer or any other party under this Agreement shall not be required to consent or consult with, or provide notices or documents
to, such Directing Certificateholder, and (B) Wells Fargo Bank, National Association shall be the initial Risk Retention Consultation
Party and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs and is continuing.


 


Until it receives notice
to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and
the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder
and the Risk Retention Consultation Party.


 


(f)           
If the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming
the Controlling Class.


 



(g)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest;
(iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates
other than the Controlling Class (or in the case of the Loan-Specific Directing Certificateholder has no liabilities or duties
to the Controlling Class or the Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that
favor interests of the Holders of one or more Classes including the Controlling Class or itself over the interests of the Holders
of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other
than to a Controlling Class Certificateholder; provided that the Loan-Specific Directing Certificateholder shall have no
such liability) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of
the Directing Certificateholder for having so acted.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention
Consultation Party may act solely in the interests of the Holders of the RR Interest; (iii) the Risk Retention Consultation
Party does not have any liability or duties to the Holders of any Class of Certificates other than the RR Interest; (iv) the
Risk Retention Consultation Party


 









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may take actions that favor interests of the Holders of one or more Classes including the RR
Interest over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation
Party shall have no liability whatsoever (other than to a Holder of an RR Interest) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party
or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)         
All requirements of each Master Servicer and each Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate the
obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)            
Until it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation
Party and any Serviced AB Whole Loan Controlling Holder.


 


(j)            
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced
Whole Loan, the related Serviced Whole Loan
Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 



(k)          
The Certificate Registrar shall determine which Class of Certificates is then-current Controlling Class within two (2)
Business Days of a request from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)            
[RESERVED].


 


(m)         
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include
on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and
(ii) provide to the Master Servicers, the Special Servicers and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being
an expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicers and the Special
Servicers within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event, or (ii) any
Consultation Termination Event. Upon the Certificate Administrator’s determination that a Control Termination Event or a
Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days,
post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


 









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In the event that a Control
Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice shall state “A Control
Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25% of
the aggregate Original Certificate Balance thereof, with regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event that a Consultation
Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice shall state “A Consultation
Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25% of
the aggregate Original Certificate Balance thereof, without regard to the application of any Allocated Cumulative Appraisal Reduction
Amounts.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts, such special notice
shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where
such class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that class, in
each case without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts.”


 






In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit MM that results in
a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”


 


The Directing Certificateholder
shall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either
the Directing Certificateholder or the Holder of the majority of the Controlling Class. Likewise, the Risk Retention Consultation
Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either such
Risk Retention Consultation Party or the Holder of the majority of the RR Interest. Notwithstanding the proviso to each of the
definitions of “Control Termination Event” and “Consultation Termination Event”, in either such case, in
respect of the servicing of any such Excluded Loan, a Control Termination Event and Consultation Termination Event will be deemed
to have occurred with respect to such Excluded Loan.


 


Section 3.24     
Intercreditor Agreements. (a) Each Master Servicer and Special Servicer acknowledges and agrees that each Serviced
Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions
of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine
debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related 


 









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Intercreditor Agreement, the related Intercreditor Agreement shall govern.
Notwithstanding anything contrary in this Agreement, each of the Master Servicers and Special Servicers agrees not to take any
action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without
the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor
Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action.
Each of the Master Servicers and Special Servicers acknowledges and agrees that each Companion Holder and each mezzanine lender
or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein. Each Master Servicer and each Special Servicer further
acknowledges and agrees that any Serviced Whole Loan Controlling Holder will have the right to replace the applicable Special Servicer
solely with respect to the related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 





(b)           Neither
the applicable Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage
that arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related
Intercreditor Agreement or conflict between the terms of this Agreement and the terms of such Intercreditor Agreement.
Notwithstanding any provision of any Intercreditor Agreement that may otherwise require such Master Servicer or such Special
Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine lender, neither such Master Servicer
nor such Special Servicer shall be required to comply with any instruction or direction the compliance with which requires an
Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance
with an Intercreditor Agreement constitute an expense to be borne by the applicable Master Servicer or the applicable Special
Servicer for its own account without reimbursement. In no event shall the applicable Master Servicer or the applicable
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such
Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to
this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the
Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related
Intercreditor Agreement. In no event shall the applicable Master Servicer or the applicable Special Servicer, as the case may
be, be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling
Class Certificateholder or consult with a new Risk Retention Consultation Party unless the Certificate Administrator has
delivered notice to such Master Servicer or such Special Servicer, as applicable, as required under Section 3.23(e) or
such Master Servicer or such Special Servicer, as applicable, have actual knowledge of the identity and contact
information of a new Directing Certificateholder or a new Controlling Class Certificateholder or a new Risk Retention
Consultation Party.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the applicable
Master Servicer or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable
law or any provision of this Agreement, including such Master Servicer’s or such Special Servicer’s obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of
the Grantor Trust, (b) result in the imposition of


 












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a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s,
the Certificate Administrator’s or the applicable Master Servicer’s responsibilities under this Agreement.


 





(d)          
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing
Certificateholder or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter
with respect to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right
is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing
Certificateholder and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided
in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder,
as applicable (except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related
Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent
of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to
the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion
Holder without such consent. In addition, notwithstanding anything to the contrary, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor
Agreement.


 



(e)           
Notwithstanding anything in this Agreement to the contrary, the applicable Special Servicer shall be required (i) to
provide copies of any notice, information and report that it is required to provide to the Controlling Class Certificateholder
pursuant to this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required
to provide to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually
required to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence and continuance
of a Control Termination Event or the occurrence and continuance of a Consultation Termination Event) and (ii) to consult
with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and
reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of
any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days
from the delivery to such related Companion Holder by the applicable Special Servicer of written notice of a proposed action, together
with copies of the notice, information and report required to be provided to the Controlling Class Certificateholder, the
applicable Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such related
Companion Holder has responded within such ten (10) Business Day period (unless, such Special Servicer proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period
shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation


 






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rights of the related Companion Holder set forth in the immediately preceding sentence, such 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 such Special Servicer determines that immediate action with respect thereto is necessary to
protect the interests of the Certificateholders and the related Companion Holder. In no event shall the applicable Special Servicer
be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)           
Each Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the
discretion of the applicable Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the applicable
Master Servicer or the applicable Special Servicer at the offices of such Master Servicer or such Special Servicer, as applicable,
upon reasonable notice and at times reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, in which
servicing issues related to the related Whole Loan are discussed.


 


(g)          
With respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the
related Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier
than 2 Business Days after receipt by the applicable Master Servicer of the related Periodic Payment without the consent of
such Master Servicer.


 


(h)          
To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed
incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full.


 


Section 3.25     
Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition
precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the
related Rating Agency Confirmation again (which may be through direct communication). The circumstances described in the preceding
sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent
a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated
to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 







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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 applicable Master Servicer or the applicable Special Servicer, as the case may be, may
then take such action if the applicable Master Servicer or the applicable Special Servicer, as the case may be, confirms its
original determination (made prior to making such request) that taking the action with respect to which it requested the
Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement
of the applicable Master Servicer or the applicable Special Servicer, such condition shall be deemed not to apply (as if such
requirement did not exist) if (i) the replacement master servicer or special servicer is listed on S&P’s
Select Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S. Commercial Mortgage Special
Servicer,” as applicable, if S&P is the non-responding Rating Agency, (ii) the applicable replacement master
servicer or special servicer is rated at least “CMS3” (in the case of the replacement master servicer) or
“CSS3” (in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency or
(iii) KBRA has not publicly cited servicing concerns with respect to the applicable replacement master servicer or
special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial
mortgage-backed securitization transaction serviced by such replacement master servicer or special servicer prior to the time
of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicers, Special Servicers, Certificate Administrator or Trustee, as applicable, pursuant to this
Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation
request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency
Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider
shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
applicable Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in this
Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such
requirement did not exist), such Master Servicer or such Special Servicer, as applicable, shall provide electronic written notice
to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage
Loan document relating to defeasance (including without


 









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limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the applicable Master Servicer or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination
with respect to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such
requirement did not exist).


 


(c)           
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          
With respect to any Serviced Pari Passu Companion Loan as to which there exists Serviced Pari Passu Companion Loan Securities,
if any action relating to the servicing and administration of the related Whole Loan or any related REO Property (including, but
not limited to, the replacement of the applicable Master Servicer, the applicable Special Servicer or a sub-servicer) (the “Relevant
Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement,
then such action will also require delivery of a confirmation of each Companion Loan Rating Agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) as a condition precedent
to such action, which confirmation shall be sought by the applicable
Master Servicer or the applicable Special Servicer, as applicable, seeking the corresponding Rating Agency Confirmation(s) in
connection with the Relevant Action.


 



Section 3.26     
The Operating Advisor. (a) The Operating Advisor shall promptly review (i) all information made available to
Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B) that
is contained in the CREFC® Servicer Watch List prepared by the applicable Master Servicer and (ii) each Final
Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)          
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)           
 (i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating
Advisor’s review of any assessment of compliance report, attestation report, Asset Status Report and other information (other
than any communications between the Directing Certificateholder and the applicable Special Servicer that


 






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would be Privileged Information) delivered to
the Operating Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the
Operating Advisor shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate
Administrator, the applicable Special Servicer and the 17g-5 Information Provider within one hundred-twenty (120) days of the end
of the prior calendar year for which a Control Termination Event was continuing as of December 31, an annual report (the “Operating
Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as
to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions
of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however,
that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision
of this Agreement), setting forth the Operating Advisor’s assessment of the applicable Special Servicer’s performance
of its duties under this Agreement during the prior calendar year with respect to the resolution and/or liquidation of Specially
Serviced Loans that the applicable Special Servicer is responsible for servicing under this Agreement; provided, further,
however, that in the event the applicable Special Servicer is replaced, the Operating Advisor Annual Report shall only relate
to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in
such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced
AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the applicable Special Servicer’s
performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal
Period under the related Intercreditor Agreement. Subject to the restrictions
in this Agreement, including, without limitation, Section 3.26(c), each such Operating Advisor Annual Report shall
(A) identify any material deviations (i) from the Servicing Standard and (ii) from the applicable Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that
the applicable Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property
related to a Non-Serviced Mortgage Loan or any Servicing Shift Mortgage Loan) and (B) comply with all of the confidentiality
requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions); provided
that the Operating Advisor shall not be required to report on any instances of non-compliance with, or deviations from, the Servicing
Standard or the applicable Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in
accordance with the Operating Advisor Standard, to be immaterial. Such Operating Advisor Annual Report shall be delivered to the
applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator (which shall promptly post such Operating
Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the
17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the applicable Special Servicer
shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery
to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any
comments to the Operating Advisor Annual Report that are provided by the applicable Special Servicer. The Operating Advisor Annual
Report shall be prepared on the basis of the applicable Special Servicer’s performance of its duties as they relate to the


 












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resolution and/or liquidation of Specially Serviced Loans, taking into account the applicable Special Servicer’s specific
duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard,
with reasonable consideration by the Operating Advisor of the items required to be reviewed by it pursuant to this Agreement.
Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to
any calendar year as to which no Final Asset Status Report was prepared by the applicable Special Servicer in connection with
a Specially Serviced Loan or REO Property.


 







(ii)          
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual
Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to
the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and
completeness of any information it is provided without liability for any such reliance hereunder. In the event a lack of access
to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating
Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating
Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 



(d)          
Prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior
to the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the applicable
Special Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the applicable Special
Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced
Loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations
but shall not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present
value calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, them the
Operating Advisor shall notify the Special Servicer of such error).


 


(e)           
 (i) After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB
Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period,
after the calculation but prior to the utilization by the applicable Special Servicer of any of the calculations related to (i) 
Appraisal Reduction Amounts or Collateral Deficiency Amount (if the applicable Special Servicer has calculated any such Appraisal
Reduction Amount or Collateral Deficiency Amount) or (ii) net present value in accordance with Section 1.02(iv),
the applicable Special Servicer shall forward such calculations, together with any supporting material or additional information
necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the
mathematical accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly,
but in any event no later than two (2) Business Days after preparing


 









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such calculations, and the Operating Advisor shall promptly,
but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate
and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of
the applicable formulas required to be utilized in connection with any such calculation.








 



(ii)            In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the
mathematical calculations of the Appraisal Reduction Amount or Collateral Deficiency Amount (if calculated by the applicable
Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula
required to be utilized for such calculation, the Operating Advisor and the applicable Special Servicer shall consult with
each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business
Days of delivery of such calculations. The applicable Master Servicer shall cooperate with such Special Servicer and provide
any information reasonably requested by such Special Servicer necessary for the calculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount that is either in such Master Servicer’s possession or, solely with respect to
Non-Specially Serviced Loans, reasonably obtainable by such Master Servicer. In the event the Operating Advisor and the
applicable Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5)
Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the
Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the
applicable Special Servicer and determine which calculation is to apply and shall provide such parties prompt written
notice of its determination.


 


(iii)         
Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be
permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during
the continuance of both a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal Period.


 


(f)           
Notwithstanding the foregoing, prior to the occurrence and continuance of an Control Termination Event, the Operating Advisor
will be limited to an after-the-action review of any assessment of compliance, attestation report, Final Asset Status Report and
other information delivered to the Operating Advisor by the applicable Special Servicer or made available to Privileged Persons
that are posted on the Certificate Administrator’s Website during the prior calendar year (together with any additional information
and material reviewed by the Operating Advisor), and, therefore, it shall have no specific involvement with respect to collateral
substitutions, assignments, workouts, modifications, consents, waivers, lockbox management, insurance policies, borrower substitutions,
lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions and other
similar actions that such Special Servicer may perform under this Agreement.


 









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(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 applicable
Special Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the applicable Special Servicer and, unless a Control Termination Event has occurred and is continuing, the
Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage
Loan that is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be
permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing
to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 



(h)          
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to
time in accordance with the terms of Section 4.07(a).


 


(i)            
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan, each Servicing Shift Mortgage
Loan and each Companion Loan) and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed. In addition, the
Depositor shall pay the Operating Advisor a fee of $5,000 (the “Operating Advisor Upfront Fee”) on the Closing
Date.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 3.26(d) and/or
6.04(b), such amounts to be reimbursed from amounts on deposit in the applicable Collection Account as provided by Section 3.26(e).
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


 



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consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Accounts as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding
Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.
When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with
the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with
such Major Decision only to the extent not prohibited by the related Mortgage Loan documents, and in no event will it take any
enforcement action with respect to the collection of such Operating Advisor Consulting Fee. The applicable Master Servicer or
applicable Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in
no event shall such Master Servicer or such Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding
the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor with
respect to: (i) any Non-Serviced Whole Loan or any related REO Property, (ii) any Serviced AB Whole Loan, prior to the occurrence and continuance
of both an AB Control Appraisal Period and a Control Termination Event or (iii) any Servicing Shift Whole Loan or 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.


 


(j)            
After the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed
upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account
the application of Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to
which such Allocated Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with
a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor
is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable
fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt
by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will
be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the
Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting
such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by
mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders of
Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Allocated Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Allocated Cumulative Appraisal 


 









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Reduction
Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)          
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders
of Certificates representing at least 25% of the Voting Rights (taking into account the application of any Allocated Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly
terminate the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided
that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations
of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicers, the Master Servicers, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the
Directing Certificateholder, the Risk Retention Consultation Party, any Companion Loan holder and the Certificateholders.


 



(l)            
The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator
will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such
Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)         
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed
to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon
the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor
and receipt by the Trustee of


 












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Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor
shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 



(o)          
In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V
Certificates, the Class R Certificates and the RR Interest, then all of the rights and obligations of the Operating Advisor
shall terminate without payment of any termination fee (other than any rights or obligations that accrued prior to the date of
such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring
prior to such termination). In connection with any termination pursuant to this Section 3.26(o), no successor operating
advisor shall be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall
provide the Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)          
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 



(q)          
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary
duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any
particular class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)           
Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate
of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this
Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 


(s)           
The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26.


 












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Notwithstanding the
foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating
Advisor, the Depositor shall be permitted to find a replacement.


 



(t)            
The Operating Advisor may delegate its duties and obligations to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating
Advisor’s duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor,
the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter,
the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior
to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable
for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability
or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person
acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone
were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained
in this Agreement shall be deemed to limit or modify such indemnification.


 



(u)          
With respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred
and is continuing, or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator
of notice thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are
performed only after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating
Advisor shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence
of a Control Termination Event or Consultation Termination Event, as applicable.


 


(v)          
Notwithstanding anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the General Special
Servicer’s performance shall be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting
as General Special Servicer, the General Special Servicer shall provide the Operating Advisor reasonable access, at the General
Special Servicer’s offices during normal business hours, to the General Special Servicer’s policies and procedures.
The Operating Advisor will be permitted to review such policies and procedures but will not be permitted to retain hard copies
and will not be provided with any electronic copies or soft copies. The Operating Advisor shall keep all information contained
in the policies and procedures strictly confidential, except that (A) the Operating Advisor may disclose such information if (i)
such information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly
by the Operating Advisor, or (ii) such disclosure is required by applicable law, order, rule or regulation, as evidenced by an
opinion of counsel (which shall be an Operating Advisor Expense) delivered to the Operating Advisor and the General Special Servicer
and (B) the


 






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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 General 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 General 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 General 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 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 General 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 General 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 applicable Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement.


 


(b)          
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)           
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant
to Article VII of this Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously
to resign or be removed.


 









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(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 applicable Master Servicer and the applicable Special Servicer shall acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


 


(b)          
If any of the Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency
that the applicable Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating
the Certificates, then the Trustee, the Certificate Administrator or such Master Servicer, as applicable, shall promptly notify
each Non-Serviced Master Servicer of the same.


 


(c)           
In connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a
Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee),
each of the applicable Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts
to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan


 









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and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to such Other Securitization.


 


(d)          
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance
of a Control Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required.
The applicable Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance
of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related
Intercreditor Agreement.


 


(e)           
With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Consultation Termination Event, or the applicable 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 applicable Master Servicer, the applicable Special Servicer, the Trustee and the Custodian shall reasonably
cooperate with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection
with such Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents
reasonably requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents
are in the possession of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be, but in
any event excluding any documents known to such Master Servicer, such Special Servicer, the Trustee or the Custodian to contain
information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal
communications.


 



(h)          
With respect to any Non-Serviced Mortgage Loan, if the applicable Master Servicer or Special Servicer shall receive any
communication from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Master Servicer
Decision” pursuant to clause (x) of the definition of such term, then such Master Servicer or Special Servicer
shall forward the communication to the Directing Certificateholder (other than with respect to any Excluded Loan with respect to
the Directing Certificateholder or the holder of the majority of the Controlling Class and other than amendments to split or resize
notes consistent with the terms of such Intercreditor Agreement) (and to the applicable Master Servicer, if the applicable Special
Servicer is forwarding such communication), and the








 






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applicable Master Servicer shall reasonably cooperate with the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be, in effecting any action by the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent with the
related Intercreditor Agreement.


 







(i)             During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other
Securitization, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the
General Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic
format to the related other master servicer under the related Other Pooling and Servicing Agreement the following reports and
data files with respect to such Serviced Pari Passu Companion Loan: (A) to the extent the General Master Servicer
has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC®
Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan
Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File (only with respect
to the first “distribution date” (or analogous term) as defined in the related Other Pooling and Servicing
Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative Financial
Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan
File pursuant to Section 3.12(c) by the General Special Servicer and the General Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Serviced Whole Loan
Remittance Date, (E) a CREFC® Financial File, (F) a CREFC® Loan Level Reserve/LOC
Report, (G) a CREFC® Advance Recovery Report, (H) a CREFC® Total Loan Report and
(I) the CREFC® Loan Periodic Update File. Additionally, not later than 5:00 p.m. (New York City
time) on each related Serviced Whole Loan Remittance Date, the General Master Servicer shall deliver or cause to be delivered
or make available in electronic format to the related other master servicer under the related Other Pooling and Servicing
Agreement any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and
CREFC® REO Liquidation Reports received from the General Special Servicer. In no event shall any report
described in this subsection be required to reflect information that has not been collected by or delivered to the General
Master Servicer, or any payments or collections not received by the General Master Servicer, as of the close of business on
the Business Day prior to the Business Day on which the report is due. In addition, the General Master Servicer shall deliver
or cause to be delivered or make available in electronic format to the related other master servicer under the related Other
Pooling and Servicing Agreement, any and all other reports required to be delivered by the General Master Servicer to the
Certificate Administrator hereunder pursuant to the terms hereof to the extent related to such Serviced
Pari Passu Companion Loan.


 


(j)            
On a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer
the related Mortgage File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which
shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related
Non-Serviced PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the
applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing
Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing
File for the related Servicing Shift Whole Loan,














 






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and any Escrow Payments, reserve funds and originals of items specified in clauses (x)
and (xii) of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related
Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


 



(k)          
Promptly upon any change in the identity of the applicable Master Servicer, the successor Master Servicer shall deliver
notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced
Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30     
Certain Matters with Respect to Joint Mortgage Loans.






 


(a) If a Mortgage
Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases the
Mortgage Note(s) (as such term is defined in this Section 3.30(a)) (a “Repurchased Note”) related
to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint
Mortgage Loan does not repurchase the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the
provisions of this Section 3.30 shall apply prior to the adoption, pursuant to Section 13.01(l), of any
amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant
to the terms of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.30 with
respect to the servicing and administration of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes
related to such Joint Mortgage Loan has been repurchased from the Trust and at least one other Mortgage Note related to such
Joint Mortgage Loan is included in the Trust until such time as all of the Mortgage Notes related to such Joint Mortgage Loan
are no longer included in the Trust. For purposes of this Section 3.30, Section 13.01(l) and Section
13.08(a) only, “Mortgage Note” shall mean with respect to any Joint Mortgage Loan, each original promissory
note that collectively represents the Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan
and shall not be a collective reference to such promissory notes. With respect to any Joint Mortgage Loan that is part of a
Whole Loan, clauses (b)–(j) below shall not apply, and the terms of the related Intercreditor Agreement
shall continue to govern the relationship between the related Mortgage Notes as if each related Repurchased Note were a
Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan, as applicable. With respect to any other
Joint Mortgage Loan, clauses (b)–(j) below shall apply to such Joint Mortgage Loan.


 


(b)          
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be
held exclusively by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-Serviced
Custodian as provided under the related Non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain
title to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)            
All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority with each other, and no portion
of any Mortgage Note shall have priority or preference over any other portion of the other Mortgage Notes or security therefor.
Payments from the related Mortgagor (including, without limitation, any








 






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Penalty Charges) or any other amounts received with respect
to each Mortgage Note shall be collected as provided in this Agreement by the applicable Master Servicer and shall be applied upon
receipt by such Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage
Interest, subject to Section 3.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased
Note shall be held in trust for the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro
rata share of amounts payable at the Administrative Cost Rate and any other amounts due to the applicable Master Servicer or
the applicable Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the applicable Master Servicer
on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited and
applied in accordance with this Agreement, subject to Section 3.30(b)(ii). If any Joint Mortgage Loan to which this Section
3.30 applies becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage Loan shall
be collected and shall be applied upon receipt by the applicable Master Servicer pro rata to each related Mortgage Note
based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.30(b)(ii). Any Appraisal Reduction
Amounts calculated with respect to any Joint Mortgage Loan subject to this Section 3.30 shall be allocated to each related
Mortgage Note pro rata based upon the respective unpaid principal balances thereof.






 


(ii)           If
the applicable Master Servicer or the applicable Special Servicer, as applicable, receives an aggregate payment of less than
the aggregate amount due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage
Loan Seller shall receive from such Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such
payment. All expenses, losses and shortfalls relating solely to such Joint Mortgage Loan including, without limitation,
losses of principal or interest, Nonrecoverable Advances, interest on Servicing Advances, Special Servicing Fees, Workout
Fees and Liquidation Fees (including any such fees related to the applicable Mortgage Notes), shall be allocated between the
holders of the related Mortgage Notes pro rata based upon the respective unpaid principal balances thereof. In no event shall
any costs, expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than the applicable
Joint Mortgage Loan be deducted from payments or any other amounts received with respect to such Joint Mortgage Loan and
payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)         
A Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies shall be serviced
for the benefit of the applicable Repurchasing Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions
of this Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if (A) such Joint Mortgage
Loan were a Serviced Whole Loan, (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage
Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related
Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate
the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor as servicer, special servicer or operating



 









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advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be
exercised by the applicable Master Servicer or the applicable Special Servicer, as applicable, on behalf of the Trust to the extent
of its interest therein and the applicable Repurchasing Mortgage Loan Seller in accordance with this Agreement.


 


(iv)         
With respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies,
the related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the applicable Master Servicer or the applicable Special Servicer, as applicable, and
applied to the applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to
holders of promissory notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid
to the applicable Master Servicer, the applicable Special Servicer and the Operating Advisor with respect to each Repurchased Note
as provided in this Agreement as if each such Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee,
the Certificate Administrator, the Custodian, the applicable Master Servicer, the applicable Special Servicer or the Operating
Advisor shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related Mortgage Note
is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the applicable
Master Servicer and the applicable Special Servicer shall have no reporting requirement with respect to any Repurchased Note other
than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced
Pari Passu Companion Loan hereunder.






 


(c)           
If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.30 applies is a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The applicable Special
Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage
Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing
Fee, Workout Fee or Liquidation Fee payable to such Special Servicer under this Agreement as with respect to a Serviced Pari Passu
Companion Loan.


 


(d)          
If (A) the applicable Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms
hereof in the belief or expectation that a related payment has been made or will be received or collected in connection with any
or all of the applicable Mortgage Notes and (B) such related payment is not received or collected by such Master Servicer, then
the applicable Repurchasing Mortgage Loan Seller shall promptly on demand by such Master Servicer return such amount to such Master
Servicer. If such Master Servicer determines at any time that any amount received or collected by such Master Servicer in respect
of any Joint Mortgage Loan to which this Section 3.30 applies must be returned to the related Mortgagor or paid to any other
person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, such Master
Servicer shall not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing
Mortgage Loan Seller shall promptly on demand by such Master Servicer


 






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repay (which obligation shall survive the termination of
this Agreement) any portion thereof that such Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller,
together with interest thereon at such rate, if any, as such Master Servicer may pay to the related Mortgagor or such other person
or entity with respect thereto.


 


(e)           
With respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies,
subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the applicable Master Servicer or the applicable Special Servicer, as applicable,
on behalf of the holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service
and make all decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan
documents as provided hereunder. Without limiting the generality of the preceding sentence, the applicable Master Servicer or the
applicable Special Servicer, as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest
on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit
the release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required to service and administer as
contemplated by this Section 3.30, without the consent of the related Repurchasing Mortgage Loan Seller, subject, however,
to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.


 


(f)           
In taking or refraining from taking any action permitted hereunder, the applicable Master Servicer and the applicable Special
Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage
Loans that are not Non-Serviced Mortgage Loans and to which this Section 3.30 applies as is consistent with this Agreement
and shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent as set forth herein with respect to any holder
of a Serviced Pari Passu Companion Loan.








 


(g)          
If the Trustee, the applicable Master Servicer or the applicable Special Servicer has made a Servicing Advance with respect
to any Repurchased Note which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is
determined to be a Nonrecoverable Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount
equal to such Repurchasing Mortgage Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance
with interest thereon. Notwithstanding the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to
reimburse the Trustee, the applicable Master Servicer or the applicable Special Servicer (and amounts due to the applicable Repurchasing
Mortgage Loan Seller shall not be offset) for Advances or interest thereon or any amounts related to any Mortgage Loans or any
other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent that the applicable
Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the
applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller
Percentage Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the applicable Master Servicer’s
or the applicable Special Servicer’s rights to reimbursement under this Agreement. Notwithstanding anything to the contrary


 



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contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall not exceed an amount equal to its Mortgage
Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)          
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that,
with respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the
assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)             With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the
applicable Master Servicer and the applicable Special Servicer shall, in connection with their servicing and
administrative duties under this Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver,
on behalf of each Repurchasing Mortgage Loan Seller as a holder of a pari passu interest in the applicable Joint
Mortgage Loan, any and all financing statements, continuation statements and other documents and instruments necessary to
maintain the lien created by any Mortgage or other security document related to the applicable Joint Mortgage Loan on the
related Mortgaged Property and related collateral, any and all modifications, waivers, amendments or consents to or with
respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction or cancellation, or of full
release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related
Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms of this Agreement.
Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the applicable Master Servicer and the
applicable Special Servicer any powers of attorney or other documents necessary or appropriate to enable such Master Servicer
or such Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement
related to the applicable Joint Mortgage Loan; provided, that such Repurchasing Mortgage Loan Seller shall not be
liable, and shall be indemnified by the applicable Master Servicer or the applicable Special Servicer, as applicable, for any
negligence with respect to, or misuse of, any such power of attorney by such Master Servicer or such Special Servicer, as the
case may be; provided, further, that the applicable Master Servicer or the applicable Special Servicer,
without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action in the name of
such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action with the intent to
cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


 


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


 


Section 3.31     
[RESERVED].


 



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Section 3.32     
Litigation Control. (a) With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced
Companion Loan or any related REO Loan or related REO Property, the applicable 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, either Master Servicer and/or
any 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 either Master Servicer is named in any Trust-Related
Litigation but neither of the Special Servicers is named in such Trust-Related Litigation (regardless of whether the Trust is named
in such Trust-Related Litigation), the applicable Master Servicer shall notify the applicable Special Servicer of such litigation
as soon as practicable but in any event no later than within ten (10) Business Days of such Master Servicer receiving service of
such Trust-Related Litigation. The Operating Advisor shall not be required to review the actions of the applicable 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 a Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor a Special Servicer is named,
in order to effectuate the role of the applicable Special Servicer as contemplated by the immediately preceding
subsection, such Master Servicer shall (i) provide monthly status reports to the applicable Special Servicer regarding such
Trust-Related Litigation; (ii) seek to have the Trust replace such Master Servicer as the appropriate party to the lawsuit;
and (iii) so long as such Master Servicer remains a party to the lawsuit, consult with and act at the direction of the
applicable 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 such Master Servicer
shall have the right to engage separate counsel relating to claims against such Master Servicer to the extent set forth in Section 3.32(e);
and provided, however, that if there are claims against such Master Servicer and such Master Servicer has not
determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to such Master
Servicer.


 


(c)           
Neither Special Servicer shall (i) undertake (or direct either 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 such Special
Servicer; provided that such 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 such Special
Servicer) and the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the 


 






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occurrence and continuation
of a Control Termination Event) has not objected in writing within five (5) Business Days of having been notified thereof and
having been provided with all information that the Directing Certificateholder has reasonably requested with respect thereto promptly
following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received
by such 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 applicable 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, such Special Servicer may take such action without waiting for the Directing Certificateholder’s
response.


 


(d)          
Notwithstanding the foregoing, none of the Special Servicers or Master Servicers shall follow any advice, direction or consultation
provided by the Directing Certificateholder or the Risk Retention Consultation Party (or any other party to this Agreement) that
would require or cause such Special Servicer or Master Servicer, as applicable, to violate any applicable law, be inconsistent
with the Servicing Standard, require or cause such Special Servicer or Master Servicer, as applicable, to violate provisions of
this Agreement, require or cause such Special Servicer or 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 such Special Servicer’s or Master Servicer’s, as the case may be, responsibilities under this Agreement.


 


(e)            Notwithstanding
the right of a Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the
rights of such Special Servicer to direct the applicable Master Servicer’s actions in this Section 3.32,
such Master Servicer shall retain the right to make determinations relating to claims against such 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 a 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 either Master Servicer’s right to make determinations relating to claims against such Master Servicer,
the applicable Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct such Master
Servicer to settle any claims asserted against such Master Servicer (whether or not the Trust or the applicable 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


 






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reasonably direct the actions of such Master Servicer
relating to claims against such Master Servicer (whether or not the Trust or the applicable 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 such Master Servicer, (B) the cost of such settlement or any resulting
judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (C) such Master
Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses of such Master
Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by such
Master Servicer at the direction of the applicable Special Servicer shall be deemed (as to such Master Servicer) to be in compliance
with the Servicing Standard and (E) the applicable Special Servicer provides such Master Servicer with assurance reasonably satisfactory
to such Master Servicer as to the items in clauses (A), (B) and (C).


 


(h)          
In the event both a Master Servicer and a Special Servicer or Trust are named in Trust-Related Litigation, such Master Servicer
and Special Servicer shall cooperate with each other to afford such Master Servicer and Special Servicer the rights afforded to
such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the applicable Special Servicer authorizes the applicable Master Servicer, and such 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 applicable Master Servicer or the applicable 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, none of the applicable Master Servicers or Special Servicers 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 none of the Master Servicers or
Special Servicers 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 applicable Special Servicer (with respect to
any material


 






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Trust-Related Litigation with respect to any Mortgage Loan other than an Excluded Loan, with the consent or
consultation of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or
Consultation Termination Event, respectively, to the extent required in Section 3.32(c), respectively) from
initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust.


 


Section 3.33      Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that a Master Servicer, a Special
Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the
Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other
electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the
avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33
shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information
appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be
posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided
under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the
access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate
Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which
case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans). None of the
Master Servicers, the Special Servicers or the Operating Advisor shall have any obligations to separately label and deliver
any Excluded Information in accordance with this Section 3.33 until such party has received written notice with
respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling
Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling
Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website on account of it constituting Excluded Information, such Directing Certificateholder or
Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling
Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of this
Agreement.


 


[End of Article III]


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     
Distributions of Available Funds. (a) On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with
respect to each Class of Lower-Tier Regular Interests


 






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(other than the LRR Uncertificated Interest), and immediately thereafter,
shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the Class A-1 Certificates, the Class A-SB Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates,
the Class X-FG Certificates, the Class X-H Certificates and the Class X-J Certificates pro rata (based upon their respective
entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)           second,
to the Holders of the Class A-1 Certificates, the Class A-SB Certificates, the Class A-2 Certificates and the
Class A-3 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date
(1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal
Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the
Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the
Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in sub-clause (1) above have been made) for such Distribution Date, until the outstanding
Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of the
Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in sub-clauses (1) and (2) above have been made) for such Distribution Date, until
the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to
the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in sub-clauses (1), (2) and (3) above have been made)
for such Distribution Date, until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to
zero; and (5) fifth, to the Holders of the Class A-SB Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1),
(2), (3) and (4) above have been made) for such Distribution Date, until the outstanding Certificate
Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the
Class A-1 Certificates, Class A-SB Certificates, Class A-2 Certificates and Class A-3 Certificates,
pro rata (based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount
for such Distribution Date, until the Certificate Balance of each of the Class A-1 Certificates, Class A-SB
Certificates, Class A-2 Certificates and Class A-3 Certificates is reduced to zero;


 


(iii)         
third, to the Holders of the Class A-1 Certificates, the Class A-SB Certificates, the Class A-2 Certificates
and the Class A-3 Certificates, first, (A) up to an amount equal to, and pro rata with, the aggregate unreimbursed
Realized Losses previously allocated to each such Class, then (B) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (A) at the Pass-Through Rate for each


 






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such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed, pro rata, based upon the aggregate
unreimbursed Realized Losses previously allocated to each such Class;


 


(iv)          
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)           
fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-SB Certificates, Class A-2
Certificates and Class A-3 Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A-1 Certificates, Class A-SB Certificates, Class A-2 Certificates and
Class A-3 Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class A-S Certificates
has been reduced to zero;


 


(vi)          
sixth, to the Holders of the Class A-S Certificates, first, (A) up to an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(vii)        
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 








(viii)       
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders
of the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)          
ninth, to the Holders of the Class B Certificates, first, (A) up to an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(x)           
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)          
eleventh, after the Certificate Balances of the Class A Certificates and Class B Certificates have been
reduced to zero, to the Holders of the Class C Certificates,


 






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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 and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C
Certificates has been reduced to zero;


 


(xii)         
twelfth, to the Holders of the Class C Certificates, first, (A) up to an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xiii)        
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)        
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)          fifteenth,
to the Holders of the Class D Certificates, first, (A) up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xvi)        
sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)       
seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates and Class D
Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced
to zero;


 


(xviii)     
eighteenth, to the Holders of the Class E Certificates, first, (A) up to an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid
interest on the


 






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amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xix)        
nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)         
twentieth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates and Class E Certificates have been reduced to zero, to the Holders of the Class F
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class F Certificates has been reduced to zero;


 


(xxi)        
twenty-first, to the Holders of the Class F Certificates, first, (A) up to an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxii)       
twenty-second, to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 








(xxiii)      
twenty-third, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates and Class F Certificates have been reduced to zero, to
the Holders of the Class G Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates on
such Distribution Date), until the outstanding Certificate Balance of the Class G Certificates has been reduced to zero;


 


(xxiv)       
twenty-fourth, to the Holders of the Class G Certificates, first, (A) up to an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxv)       
twenty-fifth, to the Holders of the Class H Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 



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(xxvi)      
twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates have been
reduced to zero, to the Holders of the Class H Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F
Certificates and Class G Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class H
Certificates has been reduced to zero;


 


(xxvii)     
twenty-seventh, to the Holders of the Class H Certificates, first, (A) up to an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxviii)    
twenty-eighth, to the Holders of the Class J Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxix)        twenty-ninth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates and Class H
Certificates have been reduced to zero, to the Holders of the Class J Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class J Certificates has been reduced to zero;


 


(xxx)        
thirtieth, to the Holders of the Class J Certificates, first, (A) up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed; and


 


(xxxi)       
thirty-first, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any,
of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the applicable Master Servicer and required to


 






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be part of the Aggregate Available Funds for such Distribution
Date, such Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicers, the Special Servicers or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          
Distributions of Retained Certificate Available Funds. On each Distribution Date, to the extent of the Retained Certificate
Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution
Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities
set forth in Section 4.01(c) with respect to the LRR Uncertificated Interest, and immediately thereafter, shall make
distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to
the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


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


 


(ii)           
second, to the Holders of the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the
Retained Certificate Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the
RR Interest has been reduced to zero; and


 








(i)            
third, to the Holders of the RR Interest, in an amount equal to the Retained Certificate Realized Loss Distribution
Amount for such Distribution Date;


 


provided, however, that to
the extent any Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account after applying amounts
as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed to the Holders of the
Class R Certificates in respect of the Class UR Interest.


 


(c)           
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of
principal or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, actually distributable to
the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(b), Section 4.01(d),
Section 4.01(f) and Section 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of
Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution
Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the
Interest Distribution Amount or Retained Certificate Interest Distribution Amount, as applicable, in respect of its Related Certificates,
plus (A) a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the
Class LA1, Class LASB,


 






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Class LA2 and Class LA3 Uncertificated Interests, the Class X-A Certificates, (ii) in
the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the Class X-B Certificates, (iii) in
the case of the Class LD and Class LE Uncertificated Interests, the Class X-D Certificates, (iv) in the case of the Class
LF and Class LG Uncertificated Interest, the Class X-FG Certificates, (vi) in the case of the Class LH Uncertificated Interest,
the Class X-H Certificates, and (vii) in the case of the Class LJ Uncertificated Interest, the Class X-J Certificates, and (B)
in the case of the LRR Uncertificated Interest, the Retained Certificate Interest Distribution Amount in respect of the RR Interest,
in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through
Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(a) or Section 4.01(b), as applicable. Amounts
distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses and Retained Certificate Realized Losses, as provided in Section 4.01(b)
and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier
Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set
forth in the Preliminary Statement hereto.


 


Any amount that
remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e)
shall be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to
the extent of the Aggregate Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution
Account, if any).


 


(d)          
After the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled
to any further distributions in respect of interest or principal other than reimbursement of Realized Losses or Retained Certificate
Realized Losses, as applicable (with interest as provided herein) and other amounts provided for in this Section 4.01.


 


(e)           
Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium (net of
Liquidation Fees or Workout Fees payable therefrom) in the following manner: (x)(i) to each of the Class A-1, Class A-SB,
Class A-2, Class A-3, Class A-S,


 






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Class B, Class C and Class D Certificates, the product of (A) the
Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for
such Class of Certificates, and (C) a fraction, the numerator of which is equal to the amount of principal distributed
to such Class of Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to all Principal Balance Certificates (other than the RR Interest) for that Distribution Date, (ii) to the Class X-A
Certificates, the excess, if any, of (A) the product of (I) the Non-Retained Percentage of such Yield Maintenance Charge
or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1,
Class A-SB, Class A-2 and Class A-3 for that Distribution Date, and the denominator of which is the total amount
of principal distributed to all Principal Balance Certificates (other than the RR Interest) for that Distribution Date, over (B) the
amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-SB, Class A-2
and Class A-3 Certificates as described above, and (iii) to the Class X-B Certificates, any remaining portion of
the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (y) to the RR Interest, the Required
Credit Risk Retention Percentage of such Yield Maintenance Charge or Prepayment Premium.


 


For purposes of
the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with
any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment
Premium, and with respect to any Class of Principal Balance Certificates (other than the RR Interest), shall be a
fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the
Pass-Through Rate on such Class for the related Distribution Date, and (ii) the applicable Discount Rate and
(B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan and
(ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction
be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the
Base Interest Fraction will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage
Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then
the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the
Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the
prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected
on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms
of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master Servicer),
converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the
applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the
case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release


 






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H.15 (519) published by the Federal
Reserve Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury
constant maturities with a maturity date, one longer and one shorter, most nearly approximating the related stated Maturity Date
(in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the
case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent
yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select
a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Class X-D, Class X-FG, Class X-H, Class X-J, Class F, Class G,
Class H, Class J, Class V or Class R Certificates. After the Certificate Balances of the Class A-1, Class A-SB,
Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced
to zero, the Non-Retained Percentage of all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans
shall be distributed to the Class X-B Certificates and the Required Credit Risk Retention Percentage of all Yield Maintenance
Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the RR Interest.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to this Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed
in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c)
above.


 








(f)           
On each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Gain-on-Sale Reserve Account
and shall distribute such amounts to reimburse the Holders of the Regular Certificates (other than the RR Interest) (in order of
distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower Tier Regular Interests)
up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of
the Available Funds for such Distribution Date and (ii) withdraw amounts from the Retained Certificate Gain-on-Sale Reserve Account
and shall distribute such amounts to reimburse the Holders of the RR Interest (first deeming such amounts to be distributed with
respect to the Related Lower Tier Regular Interests) up to an amount equal to all Retained Certificate Realized Losses, if any,
previously deemed allocated to them and unreimbursed after application of the Retained Certificate Available Funds for such Distribution
Date. Amounts paid from the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account shall not reduce
the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account and the Retained Certificate Gain-on-Sale Account after such distributions shall be applied to offset future shortfalls
and Realized Losses and Retained Certificate Realized Losses, as applicable, with respect to the Principal Balance Certificates
and related Realized Losses and Retained Certificate Realized Losses, as applicable, in each case allocable to the Regular Certificates.
Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale
Reserve Account shall be distributed


 






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to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the
Class LR Interest.


 


(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Section 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business
on the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed
to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate (determined without
regard to any possible future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously
allocated to such Certificate) will be made in like manner, but only upon presentation and surrender of such Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Each distribution
with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or
“indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator, the
Certificate Registrar, the Depositor, the Master Servicers, the Special Servicers or the Underwriters shall have any
responsibility therefor except as otherwise provided by this Agreement or applicable law.


 


(h)          
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final
distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of
any amount of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I
Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice
in electronic format to the effect that:


 


(i)            
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be
made on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate
Registrar or such other location therein specified; and


 


(ii)          
no interest shall accrue on such Certificates from and after such Distribution Date.


 



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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 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 or Retained Certificate Realized Losses, as applicable, previously allocated to the
Regular Certificates shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b) or Section 4.01(d),
as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal on
such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses
or Retained Certificate Realized Losses, as applicable, previously allocated to a Class of Certificates which has since
been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and
shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any
such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address.
The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by
the Certificates surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate
Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h) as if such
Holder had failed to surrender its Certificates.


 


(j)            
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage
Loans shall be distributed (i) to the Holders of the Class V Certificates in an amount equal to the Non-Retained Percentage
of such Excess Interest and (ii) to the Holders of the RR Interest in an amount equal to the Required Credit Risk Retention
Percentage of such Excess Interest, in each case, from the Excess Interest Distribution Account. Excess Interest will not be available
to pay any other amounts except for distributions on Class V Certificates and the RR Interest as set forth in the prior sentence.


 


(k)          
On each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments


 






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from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)            
to pay to the applicable Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by
such Master Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)          
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)        
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)         
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions
from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each
additional date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or
an agent therefor appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account
so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by
check sent by first class mail to the address of such Companion Holder or its agent appearing on the Serviced Companion
Noteholder Register). Any such account shall be located at a commercial bank in the United States.


 


On the final Remittance
Date, each Master Servicer shall withdraw from Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance Date.


 


Section 4.02     
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)
On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 



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(i)            
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction
of the Certificate Balance thereof;


 


(ii)          
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance
Date;


 


(iii)        
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the applicable Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor, compensation
paid to the Asset Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®,
in each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing
compensation paid to such Master Servicer and such Special Servicer;


 


(iv)         
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


 


(v)          
the aggregate amount of unscheduled payments received;


 


(vi)         
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period
for such Distribution Date;


 








(vii)       
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89
days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO
Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       
the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included
in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on
the most recent Appraisal or valuation;


 


(ix)          
the Available Funds and Retained Certificate Available Funds for such Distribution Date;


 


(x)           
the (A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Retained Certificate
Interest Distribution Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately
identifying any Interest Distribution Amount, Interest Accrual Amount, Interest Shortfall or Retained Certificate Interest Distribution
Amount, as applicable, for such Distribution Date allocated to such Class of Certificates;


 



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(xi)          
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to
(A) Yield Maintenance Charges, (B) in the case of the Class V Certificates and the RR Interest, Excess Interest
and (C) Prepayment Premiums;


 


(xii)         
the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution
Date;


 


(xiii)        
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 


(xiv)       
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and
immediately after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized
Loss or Retained Certificate Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions
as a result of allocations of Realized Losses or Retained Certificate Realized Losses, as applicable, in respect of the Principal
Balance Certificates (other than the RR Interest) and the RR Interest, respectively, to date;


 


(xv)        
the Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately
following such Distribution Date;


 


(xvi)       
the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and
the total Appraisal Reduction Amount effected in connection with such Distribution Date;


 








(xvii)       
the current Controlling Class;


 


(xviii)      
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)        
a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 


(xx)          
a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date);


 


(xxi)        
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 



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(xxii)       
in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(d) and Section 4.01(f);


 


(xxiii)      
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement
of previously allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)      
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection with such
Liquidation Event, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection
with such Liquidation Event;


 


(xxvi)       with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest
therein) included in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing
Standard, that all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the
previous Determination Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation
Proceeds and other amounts received in connection with that determination (separately identifying the portion thereof
allocable to distributions on the Certificates), (C) the amount of any Realized Loss allocated to the Principal Balance
Certificates (other than the RR Interest) in respect of the related REO Loan in connection with that determination, and
(D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in respect of the related REO Loan
in connection with that determination;


 


(xxvii)     
the aggregate amount of interest on P&I Advances paid to the applicable Master Servicer and the Trustee since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage
Loans;


 


(xxviii)    
[RESERVED];


 


(xxix)      
then-current credit support levels for each Class of Certificates;


 


(xxx)       
the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 



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(xxxi)       
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii) 
     a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


 


(xxxiii)    
an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the applicable Master Servicer; and


 


(xxxiv)     the
amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv) and (xxxiv) above, the amounts
shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website or filing such information pursuant to this Agreement,
including, but not limited to, filing via through the EDGAR system, unless the Certificate Administrator has an explicit obligation
to review or prepare such information.


 


Within a
reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in
clauses (i) and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion
thereof during which person was a Certificateholder, together with such other information as the Certificate Administrator
deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable
Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator
shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the
Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


(b)          
[RESERVED].


 


(c)           
Each of the Master Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information


 



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such Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such Master Servicer
or such Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent
such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability
of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except as set forth herein. In connection with providing access to the applicable Master Servicer’s
or Special Servicer’s Internet website, such Master Servicer or such 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. No Master Servicer or Special Servicer, as the case may be, shall be
liable for dissemination of this information in accordance with this Agreement, and no Master Servicer or the Special Servicer
shall be responsible for any information delivered, produced, or made available pursuant to Section 3.13, other than
information produced by such Master Servicer or such Special Servicer, as applicable; provided that such information otherwise
meets the requirements set forth herein with respect to the form and substance of such information or reports. The applicable Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


Each Special
Servicer shall from time to time (and, in any event, as may be reasonably required by the applicable Master Servicer) provide
the applicable Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO
Properties as may be necessary for the applicable Master Servicer to prepare each report and any supplemental information to
be provided by the applicable Master Servicer to the Certificate Administrator. None of the Certificate Administrator, the
Trustee or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto by
the applicable Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from such Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in
calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the
Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses and/or Retained
Certificate Realized Losses, as applicable, to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure,
in the reasonable belief of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The applicable Master Servicer or the applicable Special Servicer may affix to any


 






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information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)           
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)            Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the
applicable Master Servicer’s (in the case of a Non-Specially Serviced Loan) or the applicable Special
Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction (at the expense of the Directing
Certificateholder or such Controlling Class Certificateholder) and if such information is in such Master
Servicer’s or such Special Servicer’s possession, as applicable, such Master Servicer or such Special Servicer,
shall provide or make available (or make available electronically) to the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the
Certificate Administrator’s Website but not accessible to the Directing Certificateholder or such
Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s Website because the
Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling
Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder, as
applicable, is not a Borrower Party; provided that, in connection therewith, the applicable Master Servicer or the
applicable Special Servicer may require a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to such Master Servicer or such Special Servicer, generally to the effect that such Person is
the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which such Master Servicer or such Special Servicer may conclusively rely. In
addition, the applicable Master Servicer and the applicable Special Servicer shall be


 






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entitled to conclusively rely on
delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor
Certification substantially in the form of Exhibit P-1B that the Directing Certificateholder or
Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f)
shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03      P&I
Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the applicable Master
Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier
REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage
Loans serviced by such Master Servicer to be made in respect of the related Distribution Date, (ii) apply amounts held
in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any such
obligation to make such P&I Advances or (iii) make such P&I Advances in the form of any combination of (i) and
(ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the applicable Collection Account
for future distribution and so used to make P&I Advances shall be appropriately reflected in the applicable Master
Servicer’s records and replaced by such Master Servicer by deposit in its Collection Account on or before the next
succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections of the
delinquent principal and/or interest in respect of which such P&I Advances were made). The applicable Master Servicer
shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances to be made by such Master
Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to Mortgage
Loans serviced by such Master Servicer for such Distribution Date, on or before two (2) Business Days prior to such
Distribution Date. If the applicable Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York
City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by
noon, New York City time, on the related Distribution Date, unless such Master Servicer shall have cured such failure
(and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City
time, on such Distribution Date. In the event that the applicable Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City
time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the
CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for
deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the applicable Collection Account for
payment to CREFC® on such Distribution Date.


 


If the applicable Master
Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced
Companion Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing
Agreement written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business
Days of making such P&I Advance.


 


If the applicable Master
Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related
Non-Serviced


 






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Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2)
Business Days of making such P&I Advance.


 


(b)          
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by each Master Servicer with respect to any Distribution Date, and each Mortgage Loan for which it acts as Master Servicer, shall
be equal to: (i) the Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan,
a fee accruing at the related Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage
Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion
Loan) for which it acts as Master Servicer during the related Collection Period and were not received as of the close of business
on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the applicable
Master Servicer) and (ii) with respect to each such Mortgage Loan for which it acts as Master Servicer that is delinquent
in respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan
related to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the applicable Master Servicer to make
such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan
(other than any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds,
if any, received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect
thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)            Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the applicable Master
Servicer, the applicable Special Servicer or the Trustee shall make its determination that a P&I Advance that has
been made on such Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made,
constitute a Nonrecoverable Advance with respect to such Serviced Mortgage Loan independently of any determination made by
the applicable Other Servicer or Other Trustee, as the case may be, under the applicable Other Pooling and Servicing
Agreement in respect of the related Serviced Companion Loan. If the applicable Master Servicer, the applicable Special
Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced Mortgage Loan, if made, or any
outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be, or is, as applicable, a
Nonrecoverable Advance, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, shall
provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of
such determination. If the applicable Master Servicer receives written notice from the related Other Servicer, as the case
may be, that an Other Servicer or the Other Trustee has determined, in accordance with the applicable Other Pooling and
Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance under the applicable Other Pooling
and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Other Pooling
and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable Master
Servicer, the applicable Special Servicer or the Trustee may, based upon such


 






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determination, determine that any P&I
Advance previously made or proposed to be made with respect to the related Serviced Mortgage Loan will be a
Nonrecoverable P&I Advance. Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be
required to make any additional P&I Advances with respect to the related Serviced Mortgage Loan unless and until such
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the
related Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of
consultation with the related Other Servicer, as the case may be, or otherwise. For the avoidance of doubt, the applicable
Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided
in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


With respect to
each Non-Serviced Mortgage Loan, the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make
its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that a P&I Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that
any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage
Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of the
related Non-Serviced Companion Loan. If the applicable Master Servicer, the applicable Special Servicer or the Trustee
determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I
Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, shall provide the
applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such determination within
two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written notice from
the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has
determined, or the Non-Serviced Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to a
Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I
Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a
nonrecoverable advance, then the applicable Master Servicer, the applicable Special Servicer or the Trustee may, based upon
such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related
Non-Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the applicable Master
Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the case may be, determines that any such
additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I
Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the applicable Master Servicer,
the applicable Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement
to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable
Advance.


 



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(d)          
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the applicable Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be,
out of any amounts then on deposit in the applicable Collection Account (but in no event from any funds allocable to a Serviced
Companion Noteholder (unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor
Agreement), interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from
the date made to but not including the date of reimbursement; provided, however, that no interest will accrue on
any P&I Advance (i) if the related Periodic Payment is received on or before the related Due Date has passed and any applicable
Grace Period has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior
to the related P&I Advance Date. The applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may
be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible
after funds available for such purpose are deposited in the Collection Account.


 


(e)            Notwithstanding
the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any
P&I Advance with respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with
respect to any Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan, an “appraisal reduction
amount” has been made in accordance with the related Non-Serviced PSA and the applicable Master Servicer has notice of
such appraisal reduction amount) then in the event of subsequent delinquencies thereon, the interest portion of the P&I
Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged
that there shall be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the
amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to
this Section 4.03(e), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the
Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal
Reduction Amount (or, in the case of any Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related
Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan
immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on
the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)           
In no event shall either the applicable Master Servicer or the Trustee be required to make a P&I Advance with respect
to any Companion Loan.


 


Section 4.04     
Allocation of Realized Losses. (a)   On each Distribution Date, immediately following the distributions to be made on
such date pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and Retained Certificate
Realized Loss for such Distribution Date. Any allocation of Realized Losses or Retained Certificate Realized Losses to a Class
of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses
or Retained Certificate Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced thereby.


 






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The allocation of Realized Losses or Retained
Certificate Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement
of previously allocated Realized Losses and Retained Certificate Realized Losses will not constitute distributions of principal
for any purpose and will not result in an additional reduction in the Certificate Balance of the applicable Class of Certificates
in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously
resulted in a reduction of the Aggregate Principal Distribution Amount (and corresponding to a reduction of the Principal Distribution
Amount and Retained Certificate Principal Distribution Amount) are subsequently recovered on the related Mortgage Loan, the amount
of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously
were allocated Realized Losses and Retained Certificate Realized Losses, as applicable, and in the case of Realized Losses, in
sequential order according to the priority of payments for the Principal Balance Certificates (other than the RR Interest) (and
in the case of the Principal Balance Certificates that are Senior Certificates, on a pro rata basis according to the amount
of unreimbursed Realized Losses on such Classes), in each case up to the amount of the unreimbursed Realized Losses and Retained
Certificate Realized Losses, as applicable, allocated to such Class of Principal Balance Certificates.


 


(b)          
(I) On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the RR Interest)
will be reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates
with respect to such Distribution Date; (II) on each Distribution Date, the Certificate Balance of the RR Interest will be
reduced without distribution, as a write-off to the extent of any Retained Certificate Realized Losses with respect to such Distribution
Date. Any such write off under (I) above shall be allocated in the following order:


 








(i)            
first, to the Class J certificates;


 


(ii)           
second, to the Class H certificates;


 


(iii)          
third, to the Class G certificates;


 


(iv)          
fourth, to the Class F certificates;


 


(v)           
fifth, to the Class E certificates;


 


(vi)         
sixth, to the Class D certificates;


 


(vii)        
seventh, to the Class C certificates;


 


(viii)       
eighth, to the Class B certificates; and


 


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


 



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(c)          
With respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class
of Principal Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b), with respect to such
Distribution Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto
as a write-off.


 


Section 4.05     
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class (and whether a Control Termination Event has occurred and is
continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the applicable Special
Servicer or the Operating Advisor, Allocated Cumulative Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to
the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates (other than the RR Interest)
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is
reduced to zero (i.e., first, to the Class J Certificates, second, to the Class H Certificates,
third, to the Class G Certificates, fourth, to the Class F Certificates, fifth, to the Class E
Certificates, sixth, to the Class D Certificates, seventh, to the Class C Certificates, eighth, to the
Class B Certificates, ninth, to the Class A-S Certificates, and finally, pro rata based on their
respective interest entitlements, to the Senior Certificates (other than the Class X-A, Class X-B, Class X-D, Class
X-FG, Class X-H and Class X-J Certificates).


 


Appraisal Reduction
Amounts and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the RR Interest
on the one hand and the Senior Certificates and Subordinate Certificates, on the other hand, based on the Required Credit Risk
Retention Percentage and the Non-Retained Percentage, respectively. 





 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the applicable Special Servicer
shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most
recent Appraisal obtained by the applicable Special Servicer with respect to such Mortgage Loan, and all other information relevant
to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the applicable Master Servicer
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable Master Servicer shall (i) promptly request from
the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with
respect to such AB Modified Loan, in addition to all other information reasonably required by the applicable Master Servicer to
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination
Date following receipt by the applicable Master Servicer of the appraisal and any other information set forth in the immediately
preceding clause (i) that the applicable Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the applicable Master Servicer thereof. Upon reasonable
prior written request, the applicable Master


 






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Servicer shall provide the applicable Special Servicer with information in its possession
that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. None of the Master Servicers (with respect
to Mortgage Loans (other than the Non-Serviced Mortgage Loans)), the Special Servicers (with respect to Non-Serviced Mortgage Loans),
the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in Reverse Sequential Order to notionally
reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates is reduced
to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and continuance of a Control
Termination Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and
applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount),
in accordance with this Section 4.05(a), but only to the extent of the Allocated Appraisal Reduction Amounts and Allocated
Cumulative Appraisal Reduction Amounts.


 


With respect to (i) any
Appraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes for purposes of
removal of the applicable Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral Deficiency
Amount calculated for purposes of determining the Controlling Class or the occurrence and continuance of a Control Termination
Event, the appraised value of the related Mortgaged Property shall be determined on an “as is” basis.





 


The applicable Special
Servicer (in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan)) shall promptly notify the applicable Master
Servicer, and the applicable Master Servicer shall notify the Certificate Administrator, to the extent it receives such information,
of the amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction
Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification shall be satisfied through
delivery of such Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Amount Template included in the CREFC®
Investor Reporting Package with respect to the Collateral Deficiency Amount and the Cumulative Appraisal Reduction Amount) and
the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or
Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website. Based on information in
its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling
Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the applicable
Master Servicer, the applicable Special Servicer and the Operating Advisor of such event, including the identity and contact information
of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 



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(b)          
 (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any
time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a
result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the
right, at their sole expense, to require the applicable Special Servicer to order (or, with respect to a Non-Serviced Mortgage
Loan, require the applicable Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with
respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there
exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The applicable Special Servicer
shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of
the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis
by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect
of which the Requesting Holders are requesting the applicable Special Servicer to obtain an additional Appraisal). With respect
to any such Non-Serviced Mortgage Loan, the applicable Master Servicer shall use commercially reasonable efforts to obtain such
second Appraisal from the applicable Non-Serviced Special Servicer and to forward such second Appraisal to the applicable Special
Servicer.


 


(ii)            Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Master Servicer
(for Collateral Deficiency Amounts on Non-Serviced Mortgage Loans), the Non-Serviced Special Servicer (for Appraisal
Reduction Amounts on Non-Serviced Mortgage Loans to extent provided for in the applicable Non-Serviced PSA and applicable
Intercreditor Agreement) and the applicable Special Servicer (for any Mortgage Loan (other than a Non-Serviced Mortgage
Loan)) shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental
Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted,
and if so warranted, such Person shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as
applicable, based on such supplemental Appraisal and (for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)) any
information received from the applicable Master Servicer. If required by such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate
Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount, Allocated
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Certificate Administrator, the Operating
Advisor and the Special Servicers shall be entitled to conclusively rely on the applicable Master Servicer’s
calculation or determination of any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans. The Holders of
an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from
exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as
the Class is reinstated as the Controlling Class (such period beginning upon receipt by the applicable Special Servicer of
any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which
either (A) the applicable Special Servicer determines that no recalculation of the Appraisal Reduction Amount or
Collateral Deficiency Amount is warranted or (B) the applicable Special Servicer recalculates the Appraisal Reduction





 






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Amount or Collateral Deficiency Amount,
as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling
Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible Certificates that
is not an Appraised-Out Class, if any.


 


(c)            With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for
such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced
Whole Loan)), the applicable Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary
of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged
Property has materially changed, notify the applicable Master Servicer of the occurrence of such anniversary or determination
and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the applicable
Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or
conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such
valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy
thereof to the applicable Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and
((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect
to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder. Based upon such Appraisal or
internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of
information reasonably requested by the applicable Special Servicer from the applicable Master Servicer that is in the
possession of such Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount, the
applicable Special Servicer shall determine or redetermine, as applicable, and report to the applicable Master Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any
Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such
party) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or
Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and
such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, however,
that the applicable Special Servicer shall not be liable for failure to comply with such duties insofar as such failure
results from a failure of the applicable Master Servicer to provide sufficient information to the applicable Special Servicer
to comply with such duties or failure by the applicable Master Servicer to otherwise comply with its obligations hereunder.
Following the applicable Master Servicer’s receipt from the applicable Special Servicer of the calculation of the
Appraisal Reduction Amounts, the applicable Master Servicer shall provide such information to the Certificate Administrator
in the form of the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Template provided
to it by the applicable Special Servicer or such other report or reports mutually agreed upon between the applicable Master
Servicer and the Certificate Administrator will calculate the Allocated Appraisal Reduction Amount and the Allocated
Cumulative Appraisal Reduction Amount. Such report of the Appraisal Reduction Amount shall also be promptly forwarded by the
applicable Master Servicer (or the applicable Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to
the extent the


 






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related Serviced Companion
Loan has been included in an Other Securitization, to the Other Servicer and Other Trustee of such Other Securitization into which
the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the applicable Master
Servicer (or the applicable Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the applicable Special
Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal
Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence
and continuance of a Consultation Termination Event (and unless the related Mortgage Loan is an Excluded Loan as to such party),
the applicable Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or
downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing
but subject to Section 4.05(b), the applicable Special Servicer will not be required to obtain an Appraisal or conduct
an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which
an Appraisal Reduction Event has occurred to the extent the applicable Special Servicer has obtained an Appraisal or conducted
such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property
within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the applicable
Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount with
respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the applicable Special Servicer
is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation.





 


The applicable Master
Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount and Allocated Appraisal Reduction Amount,
using reasonable efforts to deliver such information, within four (4) Business Days following the applicable Special Servicer’s
reasonable request therefor; provided that the applicable Special Servicer’s failure to timely make such request shall
not relieve the applicable Master Servicer of its obligation to use reasonable efforts to provide such information to the applicable
Special Servicer within four (4) Business Days following the applicable Special Servicer’s reasonable request. The Master
Servicer shall not calculate Appraisal Reduction Amounts.


 


(d)          
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole
Loan previously subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, which has become a Corrected
Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion
Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and
is continuing, will no longer be subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal
Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with
and pursuant to the terms of the applicable Non-Serviced PSA.


 






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(e)           
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal
balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06      Grantor
Trust Reporting. (a)  The parties intend that the portions of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a
“grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be
interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Holders of the Class V Certificates or the RR Interest
in the Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be
prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate
Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator
shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other form as may be applicable
with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to be
furnished, to the Holders of the Class V Certificates and the RR Interest their allocable share of the Excess Interest and
Excess Interest Distribution Account, in the time or times and in the manner required by the Code.


 


(b)          
If the Certificate Administrator receives notice that any Class V Certificate or an RR Interest is held through a “middleman”
as defined by the WHFIT Regulations, then the Grantor Trust will be treated as a WHFIT that is a WHMT. In such event, 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
shall be entitled to rely on its receipt of notice in the first sentence of this Section 4.06(b) and 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 any notice received pursuant to the first sentence of this paragraph is incorrect. As of the Closing Date, no Class V Certificate
or RR Interest is held through a middleman.


 


(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


 






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shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to
the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each Holder of a Class V Certificate or an RR Interest, by acceptance of its interest in such Class of securities, will be deemed
to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price,
amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate or an RR Interest,
including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator
shall assume there is no secondary market trading of WHFIT interests.


 


(e)           
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish
on an appropriate website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The
Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such
CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number
in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt
of inaccurate or untimely CUSIP information.





 


Section 4.07      Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool.
(a)  The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum.
The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where
(i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to
(A) the Certificate Administrator relating to the Distribution Date Statement, (B) the applicable Master Servicer
or the applicable Special Servicer, as the case may be, relating to the reports being made available pursuant to Section 3.13(b)
and Section 3.13(e), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged
Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the
Operating Advisor or actions by the applicable Special Servicer referenced in any Operating Advisor Annual Report (each an
“Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that
have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the applicable
Master Servicer, the applicable Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in
the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related
Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the General Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case
within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the
applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the


 






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Operating Advisor, as
applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which
reply of such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, shall be delivered to the
Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the
Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or
the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be
responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall
post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the
applicable Master Servicer, the applicable Special Servicer or the Operating Advisor determines, in its respective sole
discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry
would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry
would materially increase the duties of, or result in significant additional cost or expense to, the applicable Master
Servicer, the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information
Exception, (vi) that answering the Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege or disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not
advisable, it shall not be required to answer such Inquiry and, in the case of the applicable Master Servicer, the applicable
Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In
addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder or the
Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as part of its response to any
Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry
will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be
answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that a Master
Servicer, a Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it
determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the
Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan
documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
costs or expenses to the Trustee, a Master Servicer, a Special Servicer, the Certificate Administrator or Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering
any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that a Master
Servicer, a Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the
Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the
Underwriters, Depositor, the applicable Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee
or the Operating Advisor or any of


 






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their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The
Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or
answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in
nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via
the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to
respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to
provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)           The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a
Privileged Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the
Certificate Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can
register and thereafter obtain information with respect to any other Certificateholder or Certificate Owner that has so
registered. Any person registering to use the Investor Registry shall certify that (a) it is a Certificateholder or a
Certificate Owner and a Privileged Person and (b) it grants authorization to the Certificate Administrator to make its
name and contact information available on the Investor Registry for at least forty-five (45) days from the date of such
certification to persons entitled to access to the Investor Registry. Such Person shall then be asked to enter certain
mandatory fields such as the individual’s name, the company name and email address, as well as certain optional fields
such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the
Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The
Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator
may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)           
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the applicable Master Servicer or the applicable Special Servicer, as the case may be,
relating to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view
Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs
may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the applicable Master
Servicer for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the applicable Master
Servicer or the applicable Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate
person (in the case of the General Master Servicer to the following: RAInvRequests@wellsfargo.com; and, in the case of the
NCB Master Servicer, to the following: BANK2019BNK19@ncb.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5


 






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Information
Provider, the applicable Master Servicer or the applicable Special Servicer, as the case may be, unless it determines not to
answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5
Information Provider shall post (within a commercially reasonable period of time following receipt of such response) such
Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum
and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a
separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the applicable Master Servicer or the applicable Special Servicer determines, in its respective sole
discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing
Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or
(iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Certificate Administrator, such Master Servicer or such Special Servicer, as applicable,
and (B) the Certificate Administrator, such Master Servicer or such Special Servicer, as applicable, determines in
accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the
performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as
Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required
to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination.
The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered
to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable for the
failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool
shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool
will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the
Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in the
Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or 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


 






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Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)          
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered
to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)           
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the applicable Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the applicable Special Servicer may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction,
the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination
of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the
Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted
files.


 






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[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01      The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through
and including A-4, with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate
or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith,
be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000
and in integral multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A Certificates
and Class X-B Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of
not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the
Class X-D, Class R and Class V Certificates and the RR Interest) will be issuable in minimum Denominations of
authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. The
RR Interest will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $1.00 and in
integral multiples of $0.01 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable,
of any Class of Certificates (other than the RR Interest) does not equal an integral multiple of $1.00, then a single
additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance
or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial
Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed
such amount. The Class V Certificates shall be issued, maintained and transferred in minimum percentage interests of 5% of
such Class V Certificates and in integral multiples of 1 in excess thereof. The Class R Certificates shall be issued,
maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples
of 1% in excess thereof.


 


(b)          
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a 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


 






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qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Seer Capital Management, LP or an affiliate thereof)
is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following
subsections (a)-(d) shall apply.


 


(a)           
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore
Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in
definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto
(each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf
of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust
office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the
account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing
on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial
interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest
in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the
procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear
or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period,
distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made
to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate
of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry
Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided;





 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)          
Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificates or RR Interest
during the RR Interest Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
shall be represented


 






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by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent
of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the
Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or
decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)           
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are
Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall
be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for
such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and
Class V Certificates shall only be in the form of Definitive Certificates, and the RR Interest shall be issued in the form
of Definitive Certificates at all times during the RR Interest Transfer Restriction Period.


 


(d)           Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of
certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry
Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are
unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or
has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the
Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the
Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no
circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S
Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with
respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the
Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for
re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates
(bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends
regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall
recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until
Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in
such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the
Depository upon 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.


 






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(e)           
Subject to the following provisions, during the RR Interest Transfer Restriction Period, any RR Interest shall only be held
as a Definitive Certificate in the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s
respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under
the Retained Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator
shall hold the RR Interest in safekeeping and shall release the Definitive Certificate representing a portion of the requesting
Retaining Party’s RR Interest only upon receipt of written instructions from the applicable Holder of the RR Interest and
the Retaining Sponsor’s written consent, or in connection with a transfer, in accordance with Section 5.03(i),
and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and with this Agreement. 
There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained
Interest Safekeeping Account” and into which the RR Interest shall be held and which shall be governed by and subject to
this Agreement.  In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts
to the Retained Interest Safekeeping Account for each Retaining Party.  The RR Interest to be delivered in physical form to
the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the RR Interest shall be remitted
to the Retained Interest Safekeeping Account, but shall be remitted directly to each Retaining Party in accordance with written
instructions provided separately by each Retaining Party to the Certificate Administrator.  Under no circumstances by virtue
of safekeeping the RR Interest shall the Certificate Administrator be obligated to bring legal action or institute proceedings
against any person on behalf of the Retaining Parties. During the RR Interest Transfer Restriction Period and for such longer time
as the Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificate representing the RR Interest
at the below location, or any other location; provided the Certificate Administrator has given notice to each of the Retaining
Parties of such new location:


 


Wells Fargo Bank NA 


Attn: Security Control
and Transfer (SCAT) – MAC N9345-010 


425 E Hennepin Avenue


Minneapolis, MN 55414


 


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of an RR Interest shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator
is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the
RR Interest on the Closing Date.


 


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


 






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responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by
a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate
and accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest as Definitive Certificates
on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicers and the Special
Servicers any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its
services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred
to in this Section 5.03(a).


 


(b)          
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)            Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any
time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in
the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such
Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the
Temporary Regulation S Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the
Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary
Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing
the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry
Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the
Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate in
the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in
accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the
Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the
beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a
beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the 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.


 






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(d)          
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such
holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J
hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S,
or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest
in the Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which case such certificate
shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require),
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be
exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest
in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.





 


(e)           
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate
of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause 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


 






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credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in
the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to
contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect
to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository
to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in
the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such
interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the
Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment
Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a
Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest
in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce,
or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation
S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A
Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or
Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the
beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)            Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S
Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may
be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by
delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated
Regulation S Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation
S Book-Entry Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the
Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by
the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein
has or have been delivered to Euroclear or Clearstream pursuant to the terms of 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


 






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represented thereby by the amount so exchanged and shall
endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby.
Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation
S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)           Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a)  a Risk
Retention Certificate or a Vertical RR Interest during the Transfer Restriction Period or (b) a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of
the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery
thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry
Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) such Non-Book
Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate
equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to
contain information regarding the participant account with the Depository to be credited with such increase and (3) a
certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is the Temporary
Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable Book-Entry
Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the
applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as
registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate
Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be
exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial
interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry
Certificate so canceled. Upon the written direction of the Depositor (which may be by email to
cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as may be
reasonably required by the Depository to effect such exchange.


 


(h)          
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(d), and subject to the issuance and transfer of a Risk Retention Certificate or a Vertical
RR Interest during the Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate
shall be issued to a transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary 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).


 






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(i)            
Transfers of RR Interest.  At all times, if a Transfer of any RR Interest after the Closing Date is to be made,
then the following documents shall be delivered to the Certificate Administrator, who will facilitate the transfer in conjunction
with the Certificate Registrar who shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively
rely upon) (i) if such RR Interest is in the possession of the Certificate Administrator, a letter notifying the Certificate Administrator
in writing of the Holder of an RR Interest’s intention to transfer such RR Interest from the Retained Interest Safekeeping
Account and identifying the transferee, (ii) a certification from such Certificateholder’s prospective Transferee substantially
in the form attached hereto as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor
with a medallion stamp guarantee of the Retaining Sponsor, (iii) a certification from the Certificateholder desiring to effect
such transfer substantially in the form attached hereto as Exhibit D-4, which such certification must be countersigned
by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, (iv) if such RR Interest will be in the possession
of the Certificate Administrator after such transfer, a completed W-9 by the prospective transferee and (v) contact information
and wiring instructions for the prospective transferee.  Upon the completion of any transfer during the RR Interest Transfer
Restriction Period, the Certificate Administrator shall issue a receipt to such transferor and transferee. Upon receipt of the
foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(n),
reflect such RR Interest in the name of the prospective Transferee. For the avoidance of doubt, in no event shall an RR Interest
be held as a Book-Entry Certificate during the RR Interest Transfer Restriction Period. 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 and 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.


 






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(m)         
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)           With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or, with respect to the Risk Retention Certificates and the RR Interest, the applicable
Retaining Parties) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the
form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not and will not be
(A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to
Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to
any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the
assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the
entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its general account under
circumstances whereby the purchase and holding of such Certificates by such insurance company will 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 of
such Certificate will not constitute or result in a non-exempt violation of Similar Law) or (ii) if such Certificate is
presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in
form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that the
acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt
“prohibited transaction” within the meaning of ERISA 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
Servicers, the Special Servicers, 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, either Master Servicer,
either 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. The RR Interest may not be purchased by or
transferred to any


 






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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.


 


(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


 






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transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(p)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed
transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed
transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason
to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate
Register; provided, however, that the Certificate Registrar shall not be required to conduct any independent
investigation to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar
that there has occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker,
nominee or middleman) in contravention of the foregoing restrictions, and in any event not later than sixty (60) days
after a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate
Registrar agrees to furnish to the Internal Revenue Service and the transferor of such Residual Ownership Interest or such
agent such information necessary to the application of Section 860E(e) of the Code as may be required by the Code,
including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class R
Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the
Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such
information.


 


(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


 






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Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be
deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(s)           
Each Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)            
Such Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for
its own account or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale
of the Non-Registered Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R
Certificates) is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered
Certificate for its own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such
Non-Registered Certificate with a view to any resale or distribution of such Non-Registered Certificate other than in accordance
with the restrictions set forth in this Section 5.03(s), or (C) (except with respect to the Class R Certificates)
is an institution that is not a United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore
Transaction.


 


(ii)           Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or
qualified under the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or
otherwise transferred except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a
transaction meeting the requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an
institution that is a non-United States Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of
Regulation S, or (C) (except with respect to the Class R Certificates) to an Institutional Accredited Investor that is
not a Qualified Institutional Buyer, and in each case, in accordance with any applicable federal securities laws and any
applicable securities laws of any state of the United States or any other jurisdiction.


 


(iii)        
Such Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution
Buyer or a non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred
in book-entry form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above
and no such transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser
provides certification that the transfer complies with such restrictions, as described in this Section 5.03(s).


 






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(iv)         
Such Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having
the characteristics of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of,
any law, rule, regulation, charter, trust instrument or other operative document, investment guidelines or list of permissible
or impermissible investments that is applicable to such Certificate Owner.


 


(t)            
Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code
(an “ERISA Plan”) or a person acting on behalf of an ERISA Plan, as a condition of its purchase of such Certificate,
will be deemed to have represented that (i) none of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Master
Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer, or
any of their respective affiliated entities (the “Transaction Parties”), has provided any investment recommendation
or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the Plan has relied in connection
with the decision to acquire Certificates, and the Transaction Parties 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 (except where an exemption applies (all of the conditions of which are satisfied) or it would not otherwise result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code), and (ii) the Plan fiduciary 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 Servicers, the Special Servicers, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Certificate Registrar
or any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent
that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed
to Certificateholders has been provided an Investor Certification, such party to this


 






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Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 


Section 5.06     
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides
a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10)
Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and
expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator of any Certificateholder
or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator shall promptly
notify such Certificateholder or Certificate Owner of the identity of then-current Directing Certificateholder. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicers, the Special Servicers, the Trustee, the Certificate 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].”


 






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(ii)          
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or
another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07     
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis,
Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders
and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08     
Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated,
the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the
obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)           
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 






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(d)          
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)           
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicers, the
Special Servicers or the Depositor.


 


Section 5.09     
[RESERVED]


 


Section 5.10     
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)           
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)           In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote
in accordance with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be
calculated by the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the
vote. Only Classes with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be
permitted to vote. Once a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any
changes or retractions shall be communicated by the Certificateholder to the Certificate Administrator in writing on a
ballot. After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing to
change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could
approve or deny the proposition subject to a vote without taking into consideration the votes cast by any other Holder.
Transferees or purchasers of any Class of Certificates are subject to and shall be bound by all votes of Holders
initiated or conducted prior to its acquisition of such Certificate.


 






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(c)           
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)           
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY


 


Section 6.01     
Representations, Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the
Asset Representations Reviewer. (a) Each Master Servicer, for itself only, hereby represents, warrants and covenants to
the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor,
the Certificate Administrator, each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing
Date, that:


 


(i)            
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged


 






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Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer
to perform its obligations under this Agreement;


 


(iii)         
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;





 


(v)          
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)         
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 


(vii)        
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07; and


 






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(viii)       
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement;


 


(b)          
Each Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and
the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            
The Special Servicer is (A) in the case of the General Special Servicer, a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Florida and (B) in the case of the NCB Special Servicer, a national
banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and
in each case, the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents,
(B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special
Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and
adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or its financial
condition;


 


(iii)         
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial


 






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companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


(vi)         
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer,
which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations
under this Agreement;


 


(vii)        
The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this
Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any
consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the
Special Servicer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse
effect on the ability of the Special Servicer to perform its obligations hereunder.


 


(c)           
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer, each
Special Servicer, as of the Closing Date, that:


 


(i)            
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would


 






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constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)         
The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)          
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Operating Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability
of the Operating Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;





 


(vi)         
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)        
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement; and


 


(viii)       
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this
Agreement or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent,
approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor
of its obligations under this Agreement, or which, if not obtained


 






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would not have a materially adverse effect on the ability of
the Operating Advisor to perform its obligations hereunder


 


(d)          
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, each Master Servicer, each Special Servicer and the Certificate Administrator, as
of the Closing Date, that:


 


(i)            
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with
the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C) above, is
likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under
this Agreement or its financial condition;


 


(iii)         
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement; 






 


(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;


 






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(vi)          
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in
the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)         
The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)           
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)             The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the
execution and delivery of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon
written notice thereof from any Certificateholder or any Companion Holder) of a breach of any of the representations and
warranties set forth in this Section 6.01 which materially and adversely affects the interests of any party to
this Agreement, the Certificateholders, the party discovering such breach shall give prompt written notice to the other
parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


Section 6.02      
Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer. The Depositor, each Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, such Master Servicer, the Operating Advisor, such Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03      
Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers
or the Asset Representations Reviewer. (a) Subject to subsection (b) below, each of the Depositor, the Master Servicers
and the Special Servicers will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which qualification is or


 






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shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)            Each
of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer
may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be
limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage
surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which
the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a
party, or any Person succeeding to the business of the Depositor, a Master Servicer, a Special Servicer, the Operating
Advisor, or the Asset Representations Reviewer, shall be the successor of the Depositor, such Master Servicer, such Special
Servicer, the Operating Advisor, or the Asset Representations Reviewer (such Person, in the case of a Master Servicer or a
Special Servicer, in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without
the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the
obligations of and serve as the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that with
respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with
respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation
is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided, further,
that if a Master Servicer, a Special Servicer or the Operating Advisor enters into a merger and such Master Servicer, such
Special Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, such Master Servicer,
such Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a
Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced
Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and,
with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is subject to
the reporting requirements of the Exchange Act, if such Master Servicer, such Special Servicer or the Operating Advisor
notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies such Master
Servicer, such Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in
such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance
of noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such
Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or
delayed) to such successor entity.


 






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Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor
may remain a Master Servicer, a Special Servicer or the Operating Advisor, as applicable, under this Agreement after
(x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or
substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) such Master
Servicer, such Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or
transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or
(ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.
If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such
Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall
have failed to notify such Master Servicer or such Special Servicer, as applicable, in writing of the Depositor’s
determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent,
such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second
preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third
preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage
Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.


 


(i)             The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)            Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of
the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be
deemed to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the Trustee has received a Rating Agency Confirmation with respect to
such successor or surviving Person.


 


Section 6.04      
Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset
Representations Reviewer and Others. (a) None of the Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability
to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall
not protect the Depositor, either Master Servicer (including in its capacity as Companion Paying Agent, if applicable), either
Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of


 






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warranties or
representations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or
negligence in the performance of such party’s duties or by reason of negligent disregard of such party’s
obligations and duties hereunder. The Depositor, the Master Servicers (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and any partner, director,
officer, shareholder, member, manager, employee or agent of the Depositor, a Master Servicer (including in its capacity as
Companion Paying Agent, if applicable), a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and
any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing may
rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicers, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer,
shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses (including, without limitation, costs and expenses of litigation and of
enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in settlement)
incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim
relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or
expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection
with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of
such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers,
shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any state
or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither
the Trustee nor the Certificate Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5
Information Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the
likelihood of such loss or damage and regardless of the form of action. Each of the Master Servicers (including in its
capacity as Companion Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the
Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from acting upon, any resolution,
officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper
format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the
applicable Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the applicable Special
Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by
the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion
of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by
it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 






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(b)           
None of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicers, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable
from the Trust; provided, however, that each of the Depositor, the Master Servicers, the Special Servicers, the
Operating Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing
or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders
and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu
nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder
of any related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable
Serviced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in
the applicable Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If
any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage
Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses,
costs or liabilities. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including
in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating
Advisor shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on
deposit in the applicable Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)            
Each of the Master Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer(s) (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicers
or in the case of the other Master Servicer), the Special Servicer(s) (in the case of the Master Servicers or in the case of the
other Special Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’
fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a
result of any willful misconduct, bad faith or negligence of such Master Servicer or such Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by such Master Servicer
or such Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by such Master Servicer or such Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify


 






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the applicable
Master Servicer or the applicable Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure
to so notify the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless such Master Servicer’s
or such Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


Each of the Master Servicers
and the Special Servicers shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by such Master Servicer or such
Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set forth
in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12,
Section 3.17(c) and Section 3.18(g) or (ii) a breach by such Master Servicer or such Special Servicer, as
applicable, of any obligation it has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).


 


(d)            Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special
Servicer, the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate
Administrator), the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer,
shareholder, member, manager employee or agent thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the
enforcement of such indemnity) that any of them may sustain arising from or as a result of any willful misconduct, bad faith
or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of
its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Depositor, the applicable Master Servicer, the
applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or
the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor,
such Master Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Asset
Representations Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or


 






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decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate
Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)            
The Depositor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
each Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this
Agreement or by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made
by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel
reasonably satisfactory to such Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or such Special
Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)            
The Operating Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer
and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon
the Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including
in its capacity as


 






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Companion Paying Agent), such Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Operating
Advisor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)           
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)            The
Asset Representations Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable
attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Asset Representations Reviewer, in the
performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Asset
Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the
Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the
Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to such Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations
Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)             The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating
Advisor (if any), Non-Serviced Depositor, Non-Serviced Trustee, and any of their respective partners, directors, officers,


 






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shareholders,
members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan
and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of either Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


(j)             For purposes of this Section 6.04 and Section 11.12, any Master Servicer or Special Servicer, as
the case may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance
of their respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if such Master
Servicer or such Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because such Master
Servicer or such Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such
terms would or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code (for which determination such Master Servicer and such Special Servicer will be entitled
to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


(k)            The
NCB Master Servicer shall indemnify and hold harmless the General Master Servicer and its partners, directors,
officers, shareholders, members, managers, employees or agents from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the General
Master Servicer or such Persons in connection with any CREFC® Schedule AL File prepared by the General Master Servicer
that arise out of or are based upon any error, inaccuracy or incompleteness in any NCB CREFC® Schedule AL File or NCB
Schedule AL Additional File delivered by the NCB Master Servicer to the General Master Servicer pursuant to Section 3.12(d)
or any failure by the NCB Master Servicer to deliver to the General Master Servicer any NCB CREFC® Schedule AL File or
NCB Schedule AL Additional File by the time specified in Section 3.12(d).


 


Section 6.05    
Depositor, Master Servicers and Special Servicers Not to Resign. Subject to the provisions of Section 6.03,
none of the Master Servicers or the Special Servicers shall resign from their respective obligations and duties hereby imposed
on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of a Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a


 






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confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25). Any such determination permitting the resignation of such Master Servicer
or such Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the
resigning party) to such effect delivered to the Trustee and (prior to the occurrence and continuance of a Consultation
Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation of such Master Servicer or
such Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the
prior sentence so states, no such resignation by such Master Servicer or such Special Servicer under clause (a)
above shall become effective until the Trustee or a successor master servicer or special servicer, as applicable, shall have
assumed such Master Servicer’s or such Special Servicer’s, as applicable, responsibilities and obligations in
accordance with Section 7.02 and no such resignation by such Master Servicer or such Special Servicer shall
become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination (as
described in Section 7.01(c)) or resignation of such Master Servicer or such Special Servicer, pursuant to this Section 6.05,
such Master Servicer or such Special Servicer, as applicable, shall have the right and opportunity to appoint any successor
master servicer or special servicer with respect to this Section 6.05; provided that, such successor
master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their
respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special
servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party
shall pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by
the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.
Except as provided in Section 7.01(c), in no event shall such Master Servicer or such Special Servicer have the
right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as
applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06      
Rights of the Depositor in Respect of the Master Servicers and the Special Servicers. The Depositor may, but is not
obligated to, enforce the obligations of either Master Servicer and either Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of either Master Servicer and either Special Servicer hereunder
or exercise the rights of either Master Servicer or either Special Servicer, as applicable, hereunder; provided, however,
that either Master Servicer and either 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 either Master Servicer or either Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicers, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section 6.07      
The Master Servicers and the Special Servicers as Certificate Owner. Either Master Servicer, either 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


 






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Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it
would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof.


 


Section 6.08      
The Directing Certificateholder and the Risk Retention Consultation Party. (a) (A) Other than with respect to
any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event has
occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the applicable Special Servicer
with respect to all Major Decisions (other than with respect to any applicable Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class) and (2) the applicable Master Servicer to the extent the Directing
Certificateholder’s consent is required by the applicable clauses of the definition of “Master Servicer Decision”,
and (B) the Risk Retention Consultation Party shall (other than with respect to any applicable Excluded Loan with respect to the
Risk Retention Consultation Party) be entitled to consult on a strictly non-binding basis with the applicable Special Servicer
with respect to any Major Decision (provided, that prior to the occurrence and continuance of a Consultation Termination
Event, the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any consultation with the
Risk Retention Consultation Party under this Agreement shall occur only upon request of the Risk Retention Consultation Party with
respect to any individual triggering event, and any such consultation shall be on a strictly non-binding basis and shall be subject
to all limitations with respect to the procedures and timing of such consultation set forth in this Section 6.08.


 


Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this Section 6.08(a) and Section 6.08(b),
for so long as no Control Termination Event has occurred and is continuing, the applicable Special Servicer shall not be
permitted to take (or to consent to any Master Servicer’s taking) any of the following actions (each, a “Major
Decision”) as to which the Directing Certificateholder has objected in writing within
ten (10) Business Days (or thirty (30) days with respect to clause (ix) of the definition of “Major
Decision”) after the Directing Certificateholder’s receipt of the applicable Special Servicer’s written
recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the applicable Special Servicer in order to grant or withhold such consent (provided that if such written
consent has not been received by the applicable Special Servicer within the applicable time period, then the Directing
Certificateholder will be deemed to have approved such action):


 


(i)             any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the
ownership of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)            any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage
Loan or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days
as provided in clause (ix) of the definition of “Master Servicer Decision”;


 






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(iii)           any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with
the termination of the Trust) or a defaulted Non-Serviced Mortgage Loan that the applicable Special Servicer is permitted to sell
in accordance with Section 3.16(a)(iii) of this Agreement, in each case, for less than the applicable Purchase Price;


 


(iv)         
any determination to bring a Mortgaged Property that secures a Specially Serviced Loan or an REO Property into compliance
with applicable environmental laws or to otherwise address hazardous material located at a Mortgaged Property that secures a Specially
Serviced Loan or an REO Property;


 


(v)           
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than (A) any such transfer or incurrence
of debt as described under clause (xiv), (xv) or (xvi) of the definition of “Master Servicer Decision”
or as may be effected (I) without the consent of the lender under the related loan agreement, (II) pursuant to the specific
terms of such Mortgage Loan and (III) for which there is no lender discretion, or (B) solely with respect to an NCB Co-op
Mortgage Loan, subject to the satisfaction of various conditions and subject to certain parameters set forth in this Agreement,
(a) the waiver of a “due-on-encumbrance” clause pertaining to an NCB Co-op Mortgage Loan with respect to subordinate
financing as to which the NCB Subordinate Debt Conditions have been satisfied and (b) the incurrence of additional indebtedness
by a Mortgagor of an NCB Co-op Mortgage Loan;


 


(vi)           (a)
other than in the case of an NCB Co-op Mortgage Loan, any property management company changes with respect to a
Specially Serviced Loan with a principal balance equal to or greater than $10,000,000, including, without limitation,
approval of the termination of a manager and appointment of a new property manager, (b) with respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is a Non-Specially Serviced Loan, a change in
property management if the replacement property manager is a Borrower Party or (c) franchise changes with respect to a
Mortgage Loan for which the lender is required to consent or approve such changes under the related Mortgage Loan
documents;


 


(vii)         
other than in the case of any Non-Specially Serviced Loan or any NCB Co-op Mortgage Loan, releases of any material amounts
from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows or reserves, other than
those required pursuant to the specific terms of the related Mortgage Loan documents (provided, however, that any
releases for which there are lender discretion with respect to Specially Serviced Loans of material amounts from any escrow accounts,
reserve funds or letters of credit held as performance escrows or performance reserves specified (along with the related Mortgage
Loans) on Schedule 3 hereto shall also constitute Major Decisions);


 






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(viii)         any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(ix)           
other than in the case of a Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


(x)            
other than in the case of a Non-Specially Serviced Loan, any modification, waiver or amendment of any lease, the execution
of any new lease or the granting of a subordination and non-disturbance or attornment agreement in connection with any lease (other
than for ground leases), at a Mortgaged Property if (a) the lease affects an area greater than or equal to the lesser of (1) 30%
of the net rentable area of the improvements at the Mortgaged Property or (2) 30,000 square feet and (b) such transaction
is not a routine leasing matter;


 


(xi)           other than in the case of a Non-Specially Serviced Loan or a Non-Serviced Mortgage Loan, any modification, amendment, consent
to a modification or waiver of any material term of any Intercreditor 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 applicable Master Servicer shall additionally require the consent of such Master Servicer as a condition to its effectiveness;


 


(xii)          any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the Mortgagee’s approval is required under the related Mortgage Loan documents, other than with respect to an NCB
Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied;


 


(xiii)         
requests for property or other collateral releases or substitutions, other than (A) grants of easements or rights of
way, (B) releases of non-material, non-income producing parcels of a Mortgaged Property (including, without limitation, any
such releases as to which the related Mortgage Loan documents expressly require the mortgagee thereunder to make such releases),
(C) consents to releases related to condemnation of parcels of a Mortgaged Property, (D) the release of collateral securing
any Mortgage Loan in connection with defeasance of the collateral for such Mortgage Loan or (E) the items listed in clause (vii)
of this definition and clause (viii) of the definition of “Master Servicer Decision”;


 


(xiv)         other than in the case of a Non-Specially Serviced Loan, approval of easements and rights of way that materially affect
the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage
Loan;


 






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(xv)          agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the
type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States of America would be permitted or (B) a modification that would permit a principal prepayment
instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;


 


(xvi)         determining whether to cure any default by a Mortgagor under a ground lease or permit any ground lease modification, amendment
or subordination, non-disturbance and attornment agreement or entry into a new ground lease;


 


(xvii)        other than in the case of a Non-Specially Serviced Loan, consent to actions and releases related to condemnation of parcels
of a Mortgaged Property with respect to a material parcel or a material income producing parcel or any condemnation that materially
affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect
of the related Mortgage Loan or any related Companion Loan when due;


 


(xviii)       following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies,
including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise,
under the related Mortgage Loan documents;


 


(xix)          other
than with respect to the NCB Mortgage Loans and other than in the case of any Non-Specially Serviced Loan, approval of any waiver
regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements which
in no event relieve any borrower of the obligation to provide financial statements on at least a quarterly basis) following three
consecutive late deliveries of financial statements; and


 


(xx)           the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower


 


provided, however, that,
in the event that the applicable Special Servicer or the applicable Master Servicer, as the case may be, determines that immediate
action, with respect to the foregoing matters or any Master Servicer Decision, or any other matter requiring consent of the Directing
Certificateholder prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring
consultation with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor), is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the applicable Special Servicer or the applicable Master Servicer, as the case may be, may take
any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing
Certificateholder, the Risk Retention Consultation Party or the


 






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Operating Advisor,
as the case may be); provided that if such matter requires consent of or consultation with the Directing
Certificateholder, the Risk Retention Consultation Party or the Operating Advisor pursuant to this Agreement, the applicable
Special Servicer or the applicable Master Servicer, as the case may be, provides the Directing Certificateholder (or the
Operating Advisor, if applicable) and the Risk Retention Consultation Party (if applicable) with prompt written notice
following such action including a reasonably detailed explanation of the basis therefor. None of the Master Servicers or the
Special Servicers is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or
any other matter requiring consent of the Directing Certificateholder after the occurrence and during the continuance of a
Control Termination Event; provided, however, that, after the occurrence and during the continuance of a
Control Termination Event, the applicable Special Servicer shall consult with the Directing Certificateholder (only prior to
the occurrence and continuance of a Consultation Termination Event) in connection with any Major Decision not relating to an
Excluded Loan with respect to the Directing Certificateholder (and any other actions which otherwise require consultation
with the Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder)
and consider alternative actions recommended by the Directing Certificateholder in respect thereof. If the applicable Master
Servicer and the applicable Special Servicer have mutually agreed that the applicable Master Servicer will process any Major
Decision, the applicable Master Servicer shall not be permitted to take any of the actions that constitute Major
Decisions unless it has obtained the consent of the applicable Special Servicer, which consent will be deemed given (unless
earlier objected to by the applicable Special Servicer) ten (10) Business Days after the applicable Special
Servicer’s receipt from the applicable Master Servicer of the applicable Master Servicer’s written recommendation
and analysis with respect to such Major Decision and all information reasonably requested by the applicable Special Servicer
and reasonably available to the applicable Master Servicer in order to make an informed decision with respect to such Major
Decision plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and,
if applicable, any additional time period permitted in the related Intercreditor Agreement. Additionally, upon request, the
applicable Special Servicer shall consult with the Risk Retention Consultation Party on a non-binding basis (provided,
that prior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan must also be a
Specially Serviced Loan) in connection with any Major Decision not relating to an Excluded Loan with respect to the Risk
Retention Consultation Party and consider alternative actions recommended by the Risk Retention Consultation Party, in
respect thereof. In the event the applicable Special Servicer receives no response from the Directing Certificateholder or
the Risk Retention Consultation Party within ten (10) Business Days following its written request for input on any required
consultation, the applicable Special Servicer shall not be obligated to consult with the Directing Certificateholder or the
Risk Retention Consultation Party, as applicable, on the specific matter; provided, however, that the
failure of the Directing Certificateholder or the Risk Retention Consultation Party to respond shall not relieve the
applicable Special Servicer from consulting with the Directing Certificateholder or the Risk Retention Consultation Party, as
applicable, on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an
Excluded Loan with respect to such party) or Serviced Whole Loan. In addition, after a Control Termination Event, the
applicable Special Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major
Decision (and any other actions


 






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which otherwise require consultation with the Operating Advisor after the occurrence and
during the continuance of a Control Termination Event hereunder) and consider alternative actions recommended by the
Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that
the applicable Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following the
later of (i) its written request for input on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the applicable
Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the applicable Special
Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable
Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class (regardless of whether
a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in
this Section 6.08 for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), (i) the applicable Special Servicer shall process all requests in respect of Specially
Serviced Loans and any matter (other than as described in clause (ii)(B) below) that constitutes a Major Decision with respect
to Non-Specially Serviced Loans, and (ii) the applicable Master Servicer shall process all requests in respect of (A) any matter
that constitutes a Master Servicer Decision with respect to Non-Specially Serviced Loans and (B) any matter that constitutes a
Major Decision with respect to a Non-Specially Serviced Loan that such Master Servicer and such Special Servicer have mutually
agreed such Master Servicer shall process.


 


Upon receiving a
request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) that is not a Specially Serviced Loan, the applicable Master Servicer shall forward such request to the
applicable Special Servicer and, unless such Master Servicer and such Special Servicer mutually agree that such Master
Servicer shall process such request, such Special Servicer shall process such request (including, without limitation,
interfacing with the Mortgagor) and such Master Servicer will have no further obligation with respect to such request or the
Major Decision. With respect to such request, the applicable Master Servicer shall continue to cooperate with the applicable
Special Servicer by delivering any additional information in the applicable Master Servicer’s possession to the
applicable Special Servicer requested by the applicable Special Servicer relating to such Major Decision. The applicable
Master Servicer shall not be permitted to process any such Major Decision and shall not be required to interface with the
Mortgagor or provide a written recommendation and analysis with respect to any such Major Decision. Prior to the occurrence
of a Consultation Termination Event, the applicable Special Servicer shall within ten (10) Business Days forward such request
to the Directing Certificateholder together with the Special Servicer’s written recommendation and analysis. The
Directing Certificateholder shall promptly provide notice to the applicable Special Servicer of any objection the Directing
Certificateholder has to such Special Servicer’s written recommendation


 






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and analysis (provided that if such
written consent has not been received by the applicable Special Servicer within the applicable time period, then the
Directing Certificateholder will be deemed to have approved such action).


 


With respect to (i) prior
to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially Serviced Loan,
and (ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision relating to a
Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party
or the holder of the majority of the RR Interest), the Special Servicer shall provide copies of any notice, information and report
that it is required to provide to the Directing Certificateholder pursuant to this Agreement with respect to such Major Decision
to the Risk Retention Consultation Party, within the same time frame it is required to provide such notice, information or report
to the Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Directing Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event).


 


In addition, with
respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing
Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer
with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the
applicable Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the
Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that
notwithstanding anything herein to the contrary, no such direction or objection contemplated by the preceding paragraphs of
this Section 6.08(a) or this paragraph may require or cause the applicable Master Servicer or applicable Special
Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor
agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to
the rights of the holders of the related Companion Loan), including without limitation the obligation of either Master
Servicer and either Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicers, the
Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of either Master Servicer or either Special
Servicer, as applicable, hereunder or cause either Master Servicer or either Special Servicer, as applicable, to act, or fail
to act, in a manner which in the reasonable judgment of the applicable Master Servicer or the applicable Special Servicer, as
the case may be, is not in the best interests of the Certificateholders.


 


In the event a Special
Servicer or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice
from the Directing Certificateholder or the Risk Retention Consultation Party, would cause such Special Servicer or such Master
Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation,
the Servicing Standard, such Special Servicer or such Master Servicer, as applicable, shall disregard such refusal to consent or
advise and notify the Directing Certificateholder or the Risk Retention Consultation Party, respectively, and the


 






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Trustee and the
Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by such Master Servicer or such Special Servicer in accordance with the direction of or approval of the
Directing Certificateholder or the approval of the Risk Retention Consultation Party that does not violate the terms of any Mortgage
Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the
part of such Master Servicer or such Special Servicer.


 


With respect to any matter
for which the consent of the Directing Certificateholder is required, to the extent no specific time period for deemed consent
is expressly stated, in the event no response from the Directing Certificateholder is received within ten (10) Business Days following
written request for consent and its receipt of all reasonably requested information on any required consent, the Directing Certificateholder
shall be deemed to have consented to or approved the specific matter; provided that the failure of the Directing Certificateholder
to respond will not affect any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan.


 


The Directing
Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from
the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by
reason of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling
Class Certificateholders or by reason of reckless disregard of obligations or duties owed to the Controlling
Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the
Directing Certificateholder may take actions that favor the interests of one or more Classes of the Certificates including
the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that
the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the
Holders of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders
of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable
to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling Class, and
that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may
take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or
principal thereof for having so acted.


 


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be
protected against any liability to a Holder of an RR Interest that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest or by reason of reckless disregard
of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate, each Certificateholder acknowledges
and agrees that the Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates
including the Holders of an RR Interest


 






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over other Classes of the Certificates, and that the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Risk Retention Consultation Party may act solely in the interests of the Holders of an RR Interest, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the RR Interest, that the
Risk Retention Consultation Party shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holder of the RR Interest, and that the Risk Retention Consultation Party shall have no liability whatsoever for having
so acted, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director,
officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of
the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan
Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with
those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such
Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced
PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having
acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so
acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect
to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)           
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan with respect to a Directing Certificateholder), the
Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) and
the Risk Retention Consultation Party shall remain entitled to receive any notices, reports or information to which it is entitled
pursuant to this Agreement, and the applicable Special Servicer and any other applicable party shall consult (on a non-binding
basis) with the Directing Certificateholder and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party
(in each case, other than with respect to any Excluded Loan as to such party) to the extent set forth herein in connection with
any action to be taken or refrained from being taken to the extent set forth herein; and (iii) after the occurrence and during
the continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan with respect


 






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to the Directing
Certificateholder or the holder of the majority of the Controlling Class), the Directing Certificateholder (other than a Loan-Specific
Directing Certificateholder) shall have no direction, consultation or consent rights hereunder and no right to receive any notices,
reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other
rights as Directing Certificateholder and, other than with respect to any Excluded Loan with respect to the Risk Retention Consultation
Party or the holder of a majority of the RR Interest, the Risk Retention Consultation Party shall remain entitled to receive any
notices, reports or information to which it is entitled pursuant to this Agreement, and the applicable Special Servicer and any
other applicable party shall consult with the Risk Retention Consultation Party to the extent set forth herein in connection with
any action to be taken or refrained from being taken to the extent set forth herein.


 


Section 6.09      
Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells
Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of
(a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this
Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either
clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed
by one or more employees within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions
responsible for performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers,
as applicable.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01       Servicer
Termination Events; Master Servicers and Special Servicers Termination. (a) “Servicer
Termination Event”, wherever used herein, means, with respect to either Master Servicer or either Special Servicer,
as the case may be, any one of the following events:


 


(i)            
(A) any failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection
Account, or remit to the Companion Paying Agent for deposit into the Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by such Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)           
any failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit
is required to be made or to remit to the applicable Master Servicer for deposit into the applicable Collection Account or any


 






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other required account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and
at the time specified by, the terms of this Agreement; or


 


(iii)          
any failure on the part of such Master Servicer or such Special Servicer, as the case may be, duly to observe or perform
in any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied
for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed,
five (5) Business Days in the case of such Master Servicer’s or such Special Servicer’s obligations, as the case
may be, contemplated by Article XI, (B) fifteen (15) days in the case of such Master Servicer’s
failure to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property
insurance policy required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given (A) to such Master Servicer or such Special Servicer, as the case may be, by any other party hereto,
or (B) to such Master Servicer or such Special Servicer, as the case may be, with a copy to each other party to this Agreement,
by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of a
Serviced Pari Passu Whole Loan if affected by that failure, by the related Serviced Companion Noteholder; provided,
however, if such failure is capable of being cured and such Master Servicer or such Special Servicer, as applicable, is
diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further,
however, that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)          any
breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or
warranty contained in Section 6.01(a) or Section 6.01(b), as applicable, which materially and
adversely affects the interests of any Class of Certificateholders or Companion Holders (excluding the holder of any
Non-Serviced Companion Loan) and which continues unremedied for a period of thirty (30) days after the date on which
notice of such breach, requiring the same to be remedied, shall have been given to such Master Servicer or such Special
Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to such Master Servicer,
such Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates evidencing
not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced Pari Passu Whole Loan affected
by such breach, by the related Serviced Companion Noteholder; provided, however, that if such breach is capable
of being cured and such Master Servicer or such Special Servicer, as the case may be, is diligently pursuing such cure, such
30-day period will be extended an additional thirty (30) days; or


 


(v)           
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Master Servicer
or such


 






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Special Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or
unstayed for a period of sixty (60) days; or


 


(vi)          
such Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings
of or relating to such Master Servicer or such Special Servicer, as the case may be, or of or relating to all or substantially
all of its property; or


 


(vii)         
such Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for
the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the
foregoing; or


 


(viii)        
KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities,
as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable,
on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal
or “watch status” placement shall not have been withdrawn by KBRA (or, in the case of Serviced Pari Passu Companion
Loan Securities, such 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 applicable Master Servicer or the applicable
Special Servicer, as the case may be, as the sole or a material factor in such rating action;


 


(ix)           such
Master Servicer or such Special Servicer, as the case may be, is no longer rated at least “CMS3” or
“CSS3”, respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that
rating within 60 days of the delisting; or


 


(x)           
such Master Servicer or such Special Servicer, as the case may be, is removed from S&P’s Select Servicer List
as a “U.S. Commercial Mortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer,” as applicable,
and is not restored to such status on such list within 60 days.


 


(b)           
If any Servicer Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each
and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) the
Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to 25% or more
of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of such


 






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Master Servicer or
such Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is a Servicer
Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in
writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights
(subject to Section 3.11 and Section 6.04 and obligations of the Affected Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if
applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and unpaid
compensation and reimbursement through the date of such termination as provided for under this Agreement for services
rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise
provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether with
respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and
be vested in the Trustee with respect to a termination of such Master Servicer or such Special Servicer pursuant to and under
this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. Such Master Servicer and such Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records requested by it to enable it to assume such Master
Servicer’s or such Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the
Trustee in effecting the termination of the Master Servicer’s or such Special Servicer’s, as the case may be,
responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including,
without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash
amounts which shall at the time be or should have been credited by such Master Servicer to its Collection Account or any
Servicing Account (if it is the Affected Party), by such Special Servicer to the REO Account (if it is the Affected Party) or
thereafter be received with respect to the applicable Mortgage Loans or any REO Property (provided, however,
that such Master Servicer and such Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or
pursuant to Section 7.01(d) (with respect to such Special Servicer), continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of
Advances (in the case of such Special Servicer or such Master Servicer) or otherwise, and it and its Affiliates and the
directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the
benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


 


(c)            
If a Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii), (ix) or (x), such Master Servicer shall have a forty-five (45) day
period after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which such Master Servicer can sell its rights to service the
Mortgage Loans under this Agreement. During such forty-five (45) day period such Master Servicer may continue to serve as
a Master Servicer hereunder. In the event that such Master Servicer is unable, within such forty-five (45) day period, to
cause a qualified successor master servicer to


 






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assume the duties of such Master Servicer hereunder, then and in such event, the
Trustee shall assume the obligations of such Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the General Special Servicer shall occur and be continuing that affects the Holder
of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not otherwise terminated, the Holder
of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer with respect to the related Serviced
Pari Passu Whole Loan. The General Special Servicer appointed to replace the General Special Servicer with respect to a Serviced
Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu
Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu
Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02
and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply
with the provisions of Section 7.02. Any appointment of a replacement General Special Servicer in accordance with this
paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies that
such appointment or replacement will not result in the downgrade, withdrawal or qualification of then-current ratings of any class
of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)            Subject
to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any time
prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with
respect to the Directing Certificateholder, the Directing Certificateholder shall be entitled to terminate the
rights (subject to Section 3.11 and Section 6.04) and obligations of such Special Servicer under this
Agreement, (A) for cause at any time and (B) without cause if either (x) LNR Partners, LLC or its Affiliate is no longer the
General Special Servicer or (y) LNR Securities Holdings, LLC and/or its Affiliates own less than 15% of the then-Controlling
Class of Certificates, in each case, upon ten (10) Business Days’ notice to such Special Servicer, the Master
Servicers, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the
appointment of a successor special servicer meeting the requirements of this Section 7.01(d); provided
that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d)
shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the applicable Special
Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan
pursuant to the terms of the related Intercreditor Agreement. Upon a termination of such Special Servicer, the Directing
Certificateholder (other than with respect to any Excluded Loan with respect to the Directing Certificateholder) shall
appoint a successor special servicer to assume the duties of such Special Servicer hereunder; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency
delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the applicable
rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings (provided that


 






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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) and (iii) no replacement of such Special Servicer shall be effective until the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K
filings have been completed with respect to any related Companion Loan.


 


After the
occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of
Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any
Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05)
of the Principal Balance Certificates (other than the RR Interest) requesting a vote to replace the applicable Special
Servicer with a new special servicer designated in such written direction to assume the duties of such Special Servicer
hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with
administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the
Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation
shall be obtained at the expense of such Holders) and confirmation from the applicable rating agencies that such appointment
(or replacement) will not result in the downgrade, withdrawal or qualification of then-current ratings of any class of any
related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice to all
Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b)
and concurrently by mail, conduct the solicitation of votes of all Certificates (other than the RR Interest) in such regard,
which requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such
notice, and if not so received, such votes shall be null and void ab initio. Upon the written direction of
Holders of Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall
terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor
special servicer to assume the duties of such Special Servicer (which must be a Qualified Replacement Special
Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date
Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s
Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding
the foregoing, the Certificateholder’s direction to remove a Special Servicer shall not apply to any Serviced AB Whole
Loan that is not subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace
the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency
delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date
such successor special servicer becomes a Special Servicer) all of the responsibilities, duties and liabilities of such Special
Servicer under this Agreement from and after the date it becomes a Special Servicer as they relate to any Serviced AB Whole Loan
pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator
shall have received an opinion of counsel


 






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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 such Special Servicer with respect to
such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of
the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


Following the
occurrence and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the
Operating Advisor determines in its sole discretion exercised in good faith that the applicable Special Servicer is not
performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, the
Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to such Special Servicer, a
written report in the form of Exhibit W attached hereto, setting forth the reasons supporting its recommendation
(along with any information the Operating Advisor considered relevant to its recommendation) and recommending a replacement
Special Servicer (which form may be modified or supplemented from time to time to cure any ambiguity or error or to
incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further,
that in no event shall the information or any other content included in such written recommendation contravene any provision
of this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying its
recommendation) and recommending a suggested replacement special servicer to assume the duties of such Special Servicer,
which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post
notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in
such regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority
of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce
the respective Certificate Balances of such Certificates) of all Principal Balance Certificates on an aggregate


 






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basis within
180 days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s Website, and if
not so received, such votes shall be null and void ab initio, and (ii) receipt by the Certificate
Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating
Agency and confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the
downgrade, withdrawal or qualification of then-current ratings of any class of any related Serviced Pari Passu Companion Loan
Securities, the Trustee shall (i) terminate all of the rights and obligations of such Special Servicer under this
Agreement and appoint a successor special servicer approved by the Certificateholders and (ii) promptly notify such
outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses
(including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations
and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer
shall be an additional expense of the Trust. In the event that the Trustee does not receive at least a majority of the
requested votes, then the Trustee shall have no obligation to remove such Special Servicer. Prior to the appointment of any
replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of
such Special Servicer under this Agreement and to act as such Special Servicer’s successor hereunder. Notwithstanding
the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of a Special Servicer with respect
to an AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period
under the related Intercreditor Agreement or with respect to any Servicing Shift Whole Loan.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set
forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of a Special Servicer).


 


(e)            
Each Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency
with respect to such Master Servicer or Special Servicer, as applicable. In no event shall the remedy for a breach of the foregoing
covenant extend beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b)
and (c). The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)            
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if
such Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of a Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced


 






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Companion Loan or the rating on any Serviced Companion
Loan Securities, then such Master Servicer may not be terminated by or at the direction of the related holder of such Serviced
Companion Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder of
such Serviced Companion Loan, such Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing
the related Serviced Whole Loan.


 


(g)            Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if
any, the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the
occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an
Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the
Directing Certificateholder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for
the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance
of a Control Termination Event, if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class or if the Directing
Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within 30 days of notice of
resignation, the resigning Special Servicer shall use reasonable efforts to select the related Excluded Special Servicer. The
resigning Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded
Special Servicer or with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition to any
such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification,
downgrade or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with
respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special
Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the
Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the
information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its
role as Excluded Special Servicer.


 


If at any time the applicable
Special Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with respect to an Excluded Special
Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the
related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an
Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related
Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole
Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the applicable Special Servicer for the related Excluded Special Servicer
Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during
such time as the related Mortgage Loan or Serviced Whole Loan is an


 






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Excluded Special Servicer Loan (provided that the applicable
Special Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced
Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as the case may be,
has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded
Special Servicer Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or the applicable Special
Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02       Trustee
to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer, as the case may be,
either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been
appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such
party, until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or
by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its
capacity as such Master Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set forth
or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11
and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto
and that arise thereafter placed on or for the benefit of such Master Servicer or Special Servicer, as applicable, by the
terms and provisions hereof; provided, however, that any failure to perform such duties or responsibilities
caused by the terminated party’s failure under Section 7.01 to provide information or moneys required
hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall
not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master
Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special
Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to such
Master Servicer or such Special Servicer, as the case may be, shall not be liable for any of the representations and
warranties of such Master Servicer or such Special Servicer, respectively, herein or in any related document or agreement,
for any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the
predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any
Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the
case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be
entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which that Master Servicer
would have been entitled to if such Master Servicer had continued to act hereunder, including but not limited to any income
or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to such Special Servicer shall be entitled to the Special Servicing Fees to which such Special
Servicer would have been entitled if such Special Servicer had continued to act hereunder. Should the Trustee succeed to the
capacity of such Master Servicer or such Special Servicer, as the case may be, the Trustee shall be afforded the same
standard of care and liability as such Master Servicer or such Special Servicer, as applicable, hereunder notwithstanding
anything in


 






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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 such Special Servicer) ((i) prior to the
occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) or the Holders of
Certificates entitled to more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the
criteria set forth in Section 6.05 and otherwise herein, as the successor to that Master Servicer or that
Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or
liabilities of such Master Servicer or such Special Servicer hereunder. No appointment of a successor to such Master Servicer
or such Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to such
Master Servicer or such Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter,
(ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced
Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
(iii) such appointment (solely with respect to such Special Servicer) has been approved (prior to the occurrence and
continuance of a Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld
and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending
appointment of a successor to such Master Servicer or such Special Servicer hereunder, unless the Trustee shall be prohibited
by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment
and assumption of a successor to such Master Servicer or such Special Servicer as described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation with respect to a successor master servicer or successor
special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special
Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer or the non-terminated Special
Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function
(other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master
Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has
not reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses
within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided
that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If
and to the extent that the terminated Master Servicer


 






    -402-


     


    

 


or Special Servicer has not reimbursed such costs and expenses, the
party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect such
expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the
party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and
the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating a Master
Servicer or the Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to
direct the Trustee to so terminate such Master Servicer or such Special Servicer pursuant to this Agreement, the Trustee
shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03      
Notification to Certificateholders. (a) Upon any resignation of a Master Servicer or a Special Servicer pursuant
to Section 6.05, any termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 or
any appointment of a successor to a Master Servicer or a Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)           
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii),
the Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan
is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04       Waiver
of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer
Termination Event; provided, however, that a Servicer Termination Event under clause (i), (ii) or (viii)
of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes,
and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI)
may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the
rights of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f),
such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator
shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect
to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent or
other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to
this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person held such
Certificates.


 






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Section 7.05      
Trustee as Maker of Advances. In the event that a Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by a Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of
such Master Servicer’s rights with respect to Advances hereunder, including, without limitation, such Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights
of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and a Master Servicer shall at any time be outstanding, or any interest on any Advance shall
be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely
to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of such Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely
on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01      
Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior
to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may
have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer
Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement,
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 


(b)           
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered
for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine
them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee or the Certificate


 






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Administrator shall notify the party providing
such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, a Master Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator
in good faith, pursuant to this Agreement.


 


(c)            
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)             
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)            
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it
shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)          
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater
than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the
aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)           
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 






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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;


 


(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


 






    -406-


     


    

 


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 a Master Servicer
or a Special Servicer (unless the Trustee is acting as a Master Servicer or a Special Servicer, as the case may be, in which case
the Trustee shall only be responsible for its own actions as a Master Servicer or a Special Servicer) or of the Depositor, the
Operating Advisor or the Asset Representations Reviewer;


 


(ix)           
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)            
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a
result of its own negligence, bad faith or willful misconduct;


 


(xi)           
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 






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(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 Accounts or any other account by or on behalf of the Depositor, the
applicable Master Servicer, the applicable Special Servicer or in the case of the Trustee, the Certificate Administrator. The
Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the
Master Servicers or the Special Servicers and accepted by the Trustee or the Certificate Administrator, in good faith,
pursuant to this Agreement.


 


Section 8.04      
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, either Master Servicer, either Special Servicer or the Underwriters in banking transactions, with the
same rights it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05      
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a) As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall
cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the
Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate
Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.
The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a


 






    -408-


     


    

 


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 Accounts or the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss,
liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement, and expenses incurred in becoming the successor to the applicable Master
Servicer or the applicable Special Servicer, to the extent not otherwise paid hereunder, and including reasonable
attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) arising out of, or incurred in
connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise
and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively
(including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian,
Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, however, that none of the Trustee
or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant
to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by
or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the
Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are not
“unanticipated expenses of the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to
the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or
negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations and
duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any
representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14,
respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement
and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor


 






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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 either Master Servicer or either
Special Servicer (except during any period when the Trustee is acting as, or has become successor to, either Master Servicer
or either Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by
the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least
“A-” by S&P, “A-” by Fitch and, if rated by KBRA, “A” by KBRA; provided that
the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it
maintains a long-term unsecured debt rating of no less than “BBB” by S&P and “A-” by Fitch,
(b) its short-term debt obligations have a short-term rating of not less than “A-1” from S&P and
“F1” by Fitch and (c) each Master Servicer maintains a long-term unsecured rating of at least
“A” by S&P and “A+” by Fitch; provided that nothing in this proviso shall impose on either
Master Servicer any obligation to maintain such rating; or such other rating with respect to which the Rating Agencies have
provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and
with the


 






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effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer
the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07      
Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, each
Master Servicer, each Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall
post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor
certificate administrator acceptable to the General Master Servicer and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to
the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument
shall be delivered to each Master Servicer, each Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate
Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator,
as applicable, and such petition will be an expense of the Trust.


 


(b)           
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign
after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee or Certificate Administrator
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made
available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for
a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint
a successor trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate
administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered
to each Master Servicer, each Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such
notice of removal, the removed Trustee or Certificate Administrator may petition any court


 






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of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)            The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to each Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, each
Special Servicer and the remaining Certificateholders by the Master Servicers. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)           
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator,
as the case may be, shall pay all costs and expenses associated with the transfer of its duties.


 


If the same party
is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its
capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate
administrator and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)            
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon
the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 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,


 






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and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this
Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was
not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note
to the Depositor or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with
any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates,
Series 2019-BNK19 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the
foregoing, then the General Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such
endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall,
upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested,
and the applicable Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan
document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made
for any reason, to note the same in such certification.


 


(f)            
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08      
Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer, each Special
Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special
Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable
the successor trustee to perform its obligations hereunder.


 


(b)           
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such


 






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acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)            
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the General Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable,
to the Depositor and the Certificateholders. If the General Master Servicer fails to deliver such notice within ten (10) days
after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor
trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the General Master Servicer.


 


Section 8.09      
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall
post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide
notice of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10       Appointment
of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at
the time be located, the Master Servicers and the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master Servicers and the Trustee may consider necessary or
desirable. If the Master Servicers shall not have joined in such appointment within fifteen (15) days after the
receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08. All
co-trustee fees shall be payable out of the Trust Fund.


 


(b)           
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the


 






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Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or a Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)            Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)           
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)            
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of
its duties and responsibilities hereunder.


 


Section 8.11      
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12      
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, each
Master Servicer, each Special Servicer, the


 






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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; and


 


(vii)        
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained
would not


 






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have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder


 


Section 8.13      
Provision of Information to Certificate Administrator, Master Servicers and Special Servicers. The applicable Master
Servicer shall promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with notice of
any change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice
of such change). The Certificate Administrator, the Master Servicers and the Special Servicers may each conclusively rely on the
information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the
Certificate Administrator, the Master Servicers and the Special Servicers, as applicable, shall have no liability for notices not
sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the
Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion
Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not
been provided to the Certificate Administrator, the Master Servicers or the Special Servicers, as applicable.


 


Section 8.14      
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)             The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)           
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the
terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


(iii)          
The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general


 






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principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


(v)           
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either
the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the
Certificate Administrator;


 


(vi)          
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)        
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate
Administrator to perform its obligations hereunder.


 


Section 8.15      
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and
the Master Servicers is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicers, as applicable,
arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, each Special Servicer and each Master Servicer, upon its respective reasonable request from time
to time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, each Special Servicer and each Master Servicer to comply with Applicable Laws.


 






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[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01       Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other
than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set
forth), the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the
Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of
(i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as
applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of the Controlling Class, the Special
Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the other Special Servicer, the
Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the other Master Servicer, or
the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the Termination
Purchase Amount and (2) the reasonable out-of-pocket expenses of the Master Servicers and the Special Servicers with
respect to such termination, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser of such
Mortgage Loans, minus (b) solely in the case where a Master Servicer is exercising such purchase right, the
aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the applicable Master Servicer
in respect of such Advances in accordance with Section 3.03 and 4.03(d) and any unpaid Servicing Fees,
remaining outstanding and payable solely to such Master Servicer (which items shall be deemed to have been paid or
reimbursed to the applicable Master Servicer in connection with such purchase) or (iii) so long as the Class A-1,
Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E
Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest) and the payment or deemed
payment by such exchanging party of the Termination Purchase Amount for the remaining Mortgage Loans and REO Properties in
the Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a) an amount equal to the product of
(i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will be paid to the Holders of the
RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product of (i) the Non-Retained
Percentage and (ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed to the Holder or
Holders of then-outstanding Certificates (other than the RR Interest) in exchange for such Certificates; provided, however,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’s, living on the date hereof.


 






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Following the date
on which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C,
Class D and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or
multiple Holders acting in unanimity) of then-outstanding Certificates (other than the Class V and Class R
Certificates and the RR Interest)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates and the RR
Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of
exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the
Class V and Class R Certificates and the RR Interest) and pay the Termination Purchase Amount for all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the
Certificates is to occur, shall (i) remit for deposit in the Collection Account of the General Master Servicer an amount
in immediately available funds equal to (a) the product of the Required Credit Risk Retention Percentage and the Termination
Purchase Amount plus (b) all amounts due and owing to the Depositor, the Master Servicers, the Special Servicers, the Trustee
and the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the
Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or
that may be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only to the extent that such
amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the Trust (which amount shall be
further deemed distributed to the Holders of all outstanding Certificates (other than the RR Interest)) an amount equal
to the product of the Non-Retained Percentage and the Termination Purchase Amount. In addition, each Master Servicer shall
transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is
to occur from the Collection Accounts pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class V and
Class R Certificates and the RR Interest) on the applicable Distribution Date, (i) the Certificate Administrator shall
remit to the Holders of the RR Interest in immediately available funds an amount equal to the product of the Required Credit
Risk Retention Percentage and the Termination Purchase Amount and (ii) the Custodian shall, upon receipt of a Request for
Release from the Master Servicers, release or cause to be released to the Sole Certificateholder or any designee thereof, the
Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely
for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier
REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid
interest with respect thereto, and the Certificate Administrator shall credit


 






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such amounts against amounts distributable in
respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator
and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holder of the
majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of
that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as
of that time, the other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect
of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the
Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of
purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which
the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than
1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement (in order to make
such determination, the General Master Servicer may, at any time, request that the NCB Master Servicer commence to
periodically inform the General Master Servicer of the Stated Principal Balance of the NCB Mortgage Loans and, commencing
upon such request of the General Master Servicer, the NCB Master Servicer shall inform the General Master Servicer (which may
be through providing the General Master Servicer access to the NCB Master Servicer’s website) of the Stated Principal
Balance of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested by the General Master
Servicer of the NCB Master Servicer). This purchase shall terminate the Trust and retire then-outstanding Certificates. In
the event that a Master Servicer or a Special Servicer purchases, or the Holder of the majority of the
Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the
applicable Master Servicer, the applicable Special Servicer, the Holder of the majority of the Controlling Class or the
Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC Distribution Account not
later than the P&I Advance Date relating to the Distribution Date on which the final distribution on the Certificates is
to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion
thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall
be deposited in the Collection Account of the General Master Servicer). In addition, each Master Servicer shall transfer to
the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from
its Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit
in its Collection Account that would


 






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otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the applicable Master Servicer, the
applicable Special Servicer, the Holder of the majority of the Controlling Class or the Holders of the
Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the applicable Master Servicer, the applicable Special
Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as the
case may be, as shall be necessary to effectuate transfer of the Mortgage Loans as assets of the Trust and REO Properties
remaining in the Trust Fund. If the Holders of the majority of the Controlling Class, the General Special Servicer, the NCB
Special Servicer (if not then NCB), the General Master Servicer or the NCB Master Servicer (if not then NCB) makes such an
election, then NCB (so long as NCB is either the NCB Special Servicer or the NCB Master Servicer) will have the option, by
giving written notice to the other parties hereto no later than 30 days prior to the anticipated date of purchase, to
purchase all of the NCB Mortgage Loans and each related REO Property remaining in the Trust, and the other party will then
have the option to purchase only the remaining Mortgage Loans and each related REO Property.


 


For purposes of this
Section 9.01, the Holder of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that
time, then the other Special Servicer, then the Master Servicer servicing the greater principal balance of the Mortgage Loans as
of that time, then the other Master Servicer, and then the Holders of the Class R Certificates. For purposes of this Section 9.01,
the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders of
the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any
termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the
provisions of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified
pursuant to this Section 9.01, to the other parties hereto mailed (a) in the event such notice is given in
connection with the purchase of all of the Mortgage Loans is an asset of the Trust) and each REO Property remaining in the
Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of
the final distribution on the Certificates, or (b) otherwise during the month of such final distribution on or before
the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon which the
Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location
therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case


 






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pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the
Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such
Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution
Account that are allocable to payments on the Class of Certificates so presented, (ii) to the Holders of the Excess Interest
Certificates or the RR Interest so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and
(iii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest
or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier
Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(b), 4.01(c),
4.01(e) and Section 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held
uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid
manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02      
Additional Termination Requirements. (a) In the event 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 Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)           
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the applicable
Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R
Certificates, as applicable, for cash; and


 


(iii)          
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to
meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 






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[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01  
REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will
be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year
in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of
the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular interests” and
the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For
purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated
as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of “residual
interests” in the Lower-Tier REMIC. None of the Special Servicers, the Master Servicers or the Trustee shall permit the creation
of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing
interests. The Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and
the Trustee shall timely sign) and file or cause to be filed with the Internal Revenue Service, on behalf of each of the Lower-Tier
REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain
such number by other permissible means. The Certificate Administrator shall be responsible for the preparation of the related IRS
Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained therein, and is hereby
directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be directed to
execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(b)           
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)             The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy
involving either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without
limitation attorneys’ or accountants’ fees, and costs of any such proceeding and any liability resulting
therefrom shall be expenses of the Trust and the Certificate Administrator shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans and any REO Properties on deposit in the Collection Accounts as provided by Section 3.05
unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad
faith or negligence. The Certificate Administrator is hereby designated as the “partnership representative”
(within the meaning of Section 6223 of the Code) of each Trust REMIC and shall perform all the functions thereof. By their
acceptance thereof, the Holders of the Class R Certificates hereby agree to such designation.


 






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(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 “partnership
representative” who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)             The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall
be necessary to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist
the Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the
Master Servicers nor the Special Servicers shall knowingly or intentionally take any action, cause the Trust to take any
action or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could
(i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust
REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that
taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no
event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not,
with respect to the Trust, any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate
Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a
tax (not including a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it
has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The
Certificate Administrator may


 






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consult with counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Certificate
Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will to the extent
within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets
of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(g)            In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the
Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that
with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to
Section 860G(c) of the Code or any similar tax imposed by a state or local tax authority, the applicable Special
Servicer shall retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as
it shall deem appropriate (or as advised by the Certificate Administrator in writing), and shall remit to the applicable
Master Servicer such reserved amounts as the applicable Master Servicer shall request in order to pay such taxes. Except as
provided in the preceding sentence, the applicable Master Servicer shall withdraw from the applicable Collection Account
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by
any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of
the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The
Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net
income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable
contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use
such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax
(other than any such tax paid in respect of “net income from foreclosure property”) is paid to the
Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal
amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable) and shall
distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the
extent they are fully reimbursed for any Realized Losses or Retained Certificate Realized Losses, as applicable, arising
therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner
specified in Section 4.01(b), and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal
Balance Certificates in the manner specified in Section 4.01(a) or Section 4.01(b), as applicable, to
the extent they are fully reimbursed for any Realized Losses or Retained Certificate Realized Losses, as applicable, arising
therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the
Trustee, the Certificate Administrator, the Master Servicers or the Special Servicers shall be responsible for any taxes
imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations
under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 






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(h)           
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)             Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


 


(j)             Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)           
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)             None of the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as
applicable, shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default,
imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the
Trust pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II
or Article III of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any
investments in the applicable Collection Account or the REO Account for gain unless it has received an Opinion of Counsel that
such sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless
the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as the case may
be, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject
to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)          The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the
Certificate Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application
of Section 6221 of the Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either
Trust REMIC under Section 6225 of the Code (or successor provisions) of any tax, penalty, interest or other amount
imposed under the Code that would otherwise be imposed on any Holder of a Class R Certificate, past or present. Each
Holder of a Class R Certificate agrees, by acquiring such Certificate, to any such elections.


 






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Section 10.02  
Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X through
its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.


 


(b)           
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03  
Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator. (a) The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives
a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)           
The Master Servicers and the Special Servicers shall each furnish such reports, certifications and information, and upon
reasonable notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04   Appointment
of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense,
one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in
performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such
REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall
agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be
acceptable to the Certificate Administrator and must be organized and doing business under the laws of the United States of
America or of any State and be subject to supervision or examination by federal or state authorities. In the absence of any
other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to
act in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate
Administrator, then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)           
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be


 






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the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)            Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of
resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicers, the Special Servicers
and the Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written
notice of termination to such REMIC Administrator, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator,
in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicers, the Trustee
and the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor
REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities
of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have
responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01   Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of
this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that
includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the
Commission. The Depositor shall not exercise its rights to request delivery of information or other performance under these
provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto
acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or
Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the BANK 2019-BNK19, Commercial Mortgage
Pass-Through Certificates, Series 2019-BNK19, and any Other Securitization subject to Regulation AB that includes a Serviced
Companion Loan, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Trustee, the Custodian and
the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and any Other
Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion


 






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Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such
Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or
designees), any and all statements, reports, certifications, records and any other information (in its possession or
reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as
applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB,
together with such disclosures relating to the Master Servicers, the Special Servicers, the Operating Advisor, the Trustee,
the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or
the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the
Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement
shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in
any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and
each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent
any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party
hereunder shall not be required to bring any legal action against such third party in connection with such obligation.


 


Section 11.02   Succession;
Subcontractors. (a) As a condition to the succession to either Master Servicer and either 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
applicable Master Servicer and the applicable Special Servicer, such Sub-Servicer or Certificate Administrator may be merged
or consolidated, or (ii) which may be appointed as a successor to the applicable Master Servicer and the applicable
Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and replacing a Master
Servicer and a Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicers, the
Special Servicers, the Certificate Administrator and each Other Depositor (and Other Certificate Administrator, as
applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment (or
such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the
Other Certificate Administrator of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor and the Other Depositor, all information relating to such successor
reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange
Act are required to be filed under the Exchange Act); provided, however that if disclosing such information
prior to such effective date would violate any applicable law or confidentiality agreement, the Master Servicers, the Special
Servicers, any Additional Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the
Depositor and the Other Depositor no later than the effective date of such succession or appointment.


 


(b)           
Each of the Master Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or


 






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more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such
Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will
be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect
to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to
any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such
Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment
of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10
and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall
not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)             Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance
of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a
“servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the
preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB
and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to
be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until
notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement.
Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until
fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such
shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable
the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the
Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)           
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be


 






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appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)            Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation
AB, the applicable Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such
Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)            
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also
be provided to each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party
that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03  
Filing Obligations. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the
satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05,
11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any
Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”))
such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)           
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicers, the Certificate
Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act.


 






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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 applicable Master Servicer), to the extent a Regulation AB
Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such
other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form
and substance of any Additional Form 10-D Disclosure, if applicable; provided that information relating to any
REO Account to be reported under “Item 9: Other Information” on Exhibit BB shall be reported by
the applicable Special Servicer to the applicable Master Servicer within four (4) calendar days after the related
Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with
such Additional Form 10-D Disclosure, an Additional Disclosure Notification


 






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in the form attached hereto as Exhibit EE
(except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM
hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the
Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such other
e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed
by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key”
for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the applicable
Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the applicable Special Servicer within
the time period specified in this Section 11.04) and the Collection Accounts as of the related Distribution Date and
as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve
Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage
Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this
paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator by
email to cts.sec.notifications@wellsfargo.com, no later than the 5th calendar day after the related Distribution Date
with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The
Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage
Loan and, to the extent such information is received by the Certificate Administrator from the applicable Master Servicer or the
applicable Special Servicer, as the case


 






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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 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


 






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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 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. The Certificate Administrator shall not be required to combine multiple
CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required
to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any
CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate
Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC®
Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator in both XML format and tabular
form) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions shall be directed to ssreports@wellsfargo.com
(or such other email address as is provided; provided, however, that if any such question pertains to
information included in any NCB CREFC® Schedule AL File or NCB Schedule AL Additional File delivered by the
NCB Master Servicer to the General Master Servicer pursuant to Section 3.12(d), the General Master Servicer shall
promptly provide a copy of such question to the NCB Master Servicer (via email at BANK2019BNK19@ncb.com) and consult
with the NCB Master Servicer as to any response thereto. The General Master Servicer shall reasonably cooperate with the
Depositor to answer any reasonable questions that the Depositor may pose to such Master Servicer regarding the data or
information contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions
regarding data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A-1 to the
Prospectus) as of the time the Master Servicer delivered such CREFC® Schedule AL File or Schedule AL
Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator, the General Master Servicer,
the NCB Master Servicer and the Depositor shall each, to the extent related to such party’s obligations hereunder,
reasonably cooperate to remedy any filing errors


 






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regarding any CREFC® Schedule AL File or any Schedule AL
Additional File in a timely manner.


 


Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE and
return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail) to
the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s
signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed
Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 3.13(b), make available
on the Certificate Administrator’s website a final executed copy of each Form ABS-EE (together with the related CREFC®
Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at 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 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


 






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“10-K Filing Deadline”), commencing in March 2020, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)            an annual compliance statement for the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)          
(A)          the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicers, the Special
Servicers, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing
Function Participant utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor,
the Custodian or Trustee, as described under Section 11.10; and


 


(B)          if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance
of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps
taken to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described
under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 


(iii)         
(A)          the registered public accounting firm attestation report for the Trustee, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or
the Trustee, as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included; and


 


(iv)          
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described below,
be signed by the senior officer of the Depositor in charge of securitization.


 






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Any disclosure or information in addition
to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to
the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty
or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered (i) by email
to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications and also (ii) by
email to Form10k.Compliance@cwt.com.


 


As set forth on Exhibit
CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2020, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator
and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to 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


 






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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 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 Section 11.05.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K,
where such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information
from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed
to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


(c)            Upon written request from any Mortgage Loan Seller, Other Depositor, either Master Servicer or either Special Servicer,
the Certificate Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer
whether it has received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage
Loan Seller or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate
Administrator, the identity of the new party.


 


(d)           
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also
be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.05.


 


Section 11.06   Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y
required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other
Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in
the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer
engaged by the applicable Master Servicer or the applicable Special Servicer, as the case may be, that is a Servicing
Function Participant shall use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and
(ii) with respect to each other Servicing Function Participant with which either Master Servicer, either 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


 






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Securitization that includes a Serviced Companion Loan
(individually and collectively, the “Certifying Person”), on or before March 1st of each year commencing in
March 2020, a certification substantially in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which each Certifying Person, the entity
for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can
reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which
the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or
the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a
Performance Certification, the Performance Certification provided by the applicable Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that
engaged such Servicing Function Participant shall not exclude information that would have been provided by such Servicing
Function Participant. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is
deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer
is provided with timely and complete contact information for the parties to such Other Securitization, each Reporting
Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance Certification or a separate
certification in form and substance similar to applicable Performance Certification (which shall address the matters
contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such
Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s
officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable
Non-Serviced Master Servicer, 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,


 






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nothing in this Section 11.06 shall require any Reporting Servicer
(i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by
third parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer
appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting
Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or
(iii) with respect to completeness of information and reports, to certify anything other than that all fields of
information called for in written reports prepared by such Reporting Servicer have been completed except as they have been
left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each
Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section 11.07  
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives
the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


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


 






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cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after
having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later
than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed
copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy
to: Troy 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 Servicers,
the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable Master Servicer
and the applicable Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional
Servicer engaged by such Master Servicer or such Special Servicer, as applicable, use commercially reasonable efforts to cause
such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer
to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the
2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the


 






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reporting requirements of the Exchange Act, none of the parties hereto are
required to deliver Form 8-K Disclosure Information.


 


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor
and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a
party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.07.


 


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported
on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator
has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08  
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide
notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate
Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission
to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such form, subject to
Section 11.15(h), the obligations of the parties to this Agreement under Section 11.04, Section 11.05
and Section 11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10
and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice
to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15
Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its
Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-D, ABS-EE, 10-K and
8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’
obligations under this Article XI shall recommence.


 


Section 11.09   Annual
Compliance Statements. The Master Servicers, the Special Servicers (regardless of whether the applicable Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the
Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no
Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying
Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to
and (ii) with respect to each other Additional Servicer that is also a Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on
or before March 1st of each year, commencing in March 2020, deliver to the Trustee, the Certificate Administrator (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor
and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s


 






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Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be
reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying
Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s
performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material
respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the
Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts
to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each
such statement (or, in the case of the Certificate Administrator, make a copy of each such statement available on its
Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate
from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and
substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s
Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying
Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the
Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of
the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or
primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period,
whether or not such Certifying Servicer or Additional Servicer is acting as a Master Servicer, a Special Servicer, the
Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be
delivered. None of the Master Servicers, Special Servicers or Additional Servicer shall be required to cause the delivery of
any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor
(or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to
be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In the event
either Master Servicer, either Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns
pursuant to the terms of this Agreement, such party shall provide, and each of the applicable Master Servicer and the
applicable Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an
Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to
cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party
that resigns or is terminated under any


 






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applicable servicing agreement, cause such Additional Servicer to provide, an annual
statement of compliance pursuant to this Section 11.09 with respect to the period of time that the applicable
Master Servicer, the applicable Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement
or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to
a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.09.


 


Section 11.10  
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year,
commencing in March 2020, the Master Servicers, the Special Servicers (regardless of whether either Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required to
deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by a Master Servicer, a Special Servicer, the Trustee, the Operating
Advisor, the Custodian, or the Certificate Administrator that is a Servicing Function Participant, use commercially reasonable
efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicers, also to the Operating
Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form
provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation
AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing 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.


 






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Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult
with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicers, the Special
Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is
not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)           
The Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby
acknowledge and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with
respect to such party and any Servicing Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating
Advisor or Certificate Administrator has entered into a servicing relationship.


 


(c)            
No later than ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and either
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 Servicers,
the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to
Section 11.10(a), the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the Operating
Advisor, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 11.11)
of each Servicing Function Participant engaged by it.


 


In the event the
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause
any Servicing Function Participant engaged by it to provide (and each of the applicable Master


 






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Servicer and the applicable
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer
that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable
efforts to cause such Additional Servicer and (ii) with respect to any other Additional Servicer that resigns or is
terminated under any applicable servicing agreement, cause such Additional Servicer to provide) an annual assessment of
compliance pursuant to this Section 11.10, coupled with an attestation as required in Section 11.11
with respect to the period of time that the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the
Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer
was subject to such other servicing agreement.


 


(d)           
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)            
Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished
pursuant to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator
(to the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for
a Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11   Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in March
2020, the Master Servicers, the Special Servicers, the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant
Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own
expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicers, Special Servicers, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function
Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also
render other services to the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member
of the 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


 






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the basis of
an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the
PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot
be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not
contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the
Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator as to the nature of any defaults by the Master Servicers, the Special Servicers, the Trustee,
the Operating Advisor, the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the applicable
Master Servicer’s, the applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s, the
Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub-servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of
compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or any Additional
Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in
any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed
with respect to the Trust for the preceding fiscal year.


 


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section 11.12   Indemnification.
Each of the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating
Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses incurred by such


 






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Certification Party arising out of (i) an actual breach by such Master Servicer,
such Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Certificate Administrator, as the case may be, of its obligations under this Article XI,
(ii) negligence, bad faith or willful misconduct on the part of such Master Servicer, such Special Servicer, the
Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the
performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such
party.


 


The Master Servicers,
the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any
Initial Sub-Servicer engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification
Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of
its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria
or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined
in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery
of any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the
Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any
material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by
the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (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


 






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timely preparing a written response to the Commission
or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall
not be unreasonably denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response
and/or resolution with the Commission or its staff; provided, however, that if an Affected Reporting Party is a
Servicing Function Participant or Additional Servicer retained by a Master Servicer, a Master Servicer shall receive copies of
all material communications pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting
Party shall be responsible for directly negotiating such response and/or resolution with the Commission or its staff in a timely
manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any
Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all
correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate
(at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission
or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to
authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or its
staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify the
Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate
and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time for submitting
a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor
(including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be)
in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s
expense as set forth above) and any amendments to any reports filed with the Commission or its staff related thereto shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor,
as the case may be. Each of the Master Servicers, the Special Servicers, the Operating Advisor, the Custodian, the Certificate
Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to
each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions
in the related sub-servicing or similar agreement.


 


If the
indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the
applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the
Operating Advisor (the “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


 






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provide any of the annual compliance statements or annual servicing criteria
compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in
connection therewith. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor and
the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by such Master Servicer, such
Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use
commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or
Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect to the
Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of either Master Servicer, either
Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13  
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating
Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent
of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports
and certificates required to be prepared pursuant to Section 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, without a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
For the avoidance of doubt, any amendment to this Article XI affecting a Serviced Companion Loan shall be subject to
Section 13.01(k).


 


Section 11.14  
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicers,
the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian
or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com
and Form10K.compliance@cwt.com.


 


Section 11.15   Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee,
the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer and
the applicable Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to
any Serviced Pari Passu Companion Loan to, upon written request or


 






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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, either Master Servicer and either Special Servicer understands that such information may be
included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to
(b) negotiate in good faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the
related depositor and underwriters involved in the offering of the related commercial mortgage pass through certificates
harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any
material misstatements or omissions or alleged material misstatements or omissions in any such offering material to the
extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee
(where such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or
obligations under this Agreement), the Certificate Administrator (where such information pertains to the Certificate
Administrator individually and not to any specific aspect of the Certificate Administrator’s duties or obligations
under this Agreement), the applicable Master Servicer (where such information pertains to the applicable Master Servicer
individually and not to any specific aspect of the applicable Master Servicer’s duties or obligations under this
Agreement) or the applicable Special Servicer (where such information pertains to the applicable Special Servicer
individually and not to any specific aspect of the applicable Special Servicer’s duties or obligations under
this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required
by this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications and/or
indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to
such information that are substantially similar to those delivered with respect to the offering material for this
securitization by the applicable Master Servicer, the applicable Special Servicer, Trustee or Certificate Administrator, as
the case may be, or their respective counsel, in connection with the information concerning such party in the offering
material related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the
information provided by the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, for inclusion in the offering materials related to such Regulation AB Companion Loan
Securitization is substantially and materially similar to the information provided by such party with respect to the offering
materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes
in the interpretation of Regulation AB or changes in factual circumstances, such party shall be deemed to be in compliance
with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator,
the applicable Master Servicer or the applicable Special Servicer in connection with the Regulation AB Companion Loan
Securitization shall be substantially similar to the


 






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related indemnification agreement executed in connection with this
Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI
that the Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any
event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable
agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel)
incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or
indemnification agreement.


 


(b)           
Each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and each of the
applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed thereby with respect to a Serviced Securitized Companion Loan to (provided that (a) such
party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party
is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S), cooperate with the depositor, trustee, certificate administrator,
master servicer and special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form
ABS-EE, Form 8-K and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January 30
of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15
Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator
and master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period
is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating
to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and
master servicer of the Regulation AB Companion Loan Securitization to timely comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer (and
the applicable Master Servicer shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan),
and the Trustee, the Certificate Administrator, such Master Servicer and such Special Servicer shall cooperate with such parties
in respect of establishing the time periods for preparation of the Form 10-D reports in the documentation for such Regulation
AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the
applicable Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the timing,
reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(b).


 


(c)             Each
of the Trustee, the Certificate Administrator, the Custodian, the Master Servicers and the Special Servicers shall, and each
of the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any
Servicing


 






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Function Participant appointed thereby with respect to a Serviced Securitized Companion Loan to
(provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan
Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the
applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S),
provide the depositor, trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for
such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related
trust) information with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced
Securitized Companion Loan within two (2) Business Days after the occurrence of such event of which it has knowledge.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, either Master Servicer or either
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the
provisions of this Section 11.15(c).


 


(d)           
On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file
an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and
the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party
has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also
a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S), provide, with respect to itself, to the depositor, trustee
or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required
pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation
report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to
Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation
AB. Notwithstanding the foregoing, to the extent the applicable Master Servicer or the applicable Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(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


 






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respect of any year in which such Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the applicable Master Servicers and the applicable Special
Servicers shall, and the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts
to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent
required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the depositor, trustee or certificate
administrator under such Regulation AB Companion Loan Securitization (provided that (a) such party has received notice
of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related
Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to
the Closing Date, as reflected on Exhibit S), under such Regulation AB Companion Loan Securitization a servicer compliance
statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)            
Each of the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer shall
use commercially reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify
(such indemnity limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or
permitted transferee), depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion
Loan Securitization harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s),
trustee, certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply
with the reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
applicable Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements and certificates
with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the applicable Master Servicer or the applicable Special Servicer pursuant to this Section 11.15,
even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order
to comply with Regulation AB. Such information, reports or certificates shall be provided to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, no later than two Business Days prior to the date on which the applicable
Master Servicer or the applicable Special Servicer, as the case may be, is required to deliver its comparable information, reports,
statements or certificates pursuant to this Section 11.15.


 






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(g)           
With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other
Depositor has notified the applicable Master Servicer and the applicable Special Servicer in writing is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with
respect to an Other Securitization that includes such Serviced Companion Loan, to the extent that the applicable Master Servicer
or the applicable Special Servicer is in receipt of the updated financial statements of such “significant obligor”
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first
calendar quarter in which such notice from the Other Depositor was received, or the updated financial statements of such “significant
obligor” for any calendar year, beginning for the calendar year in which such notice from the Other Depositor was received,
as applicable, the applicable Master Servicer the applicable Special 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 applicable Master Servicer (or by the applicable Special Servicer
and provided to the applicable Master Servicer solely in the case of any related Specially Serviced Loan or the applicable Special
Servicer with respect to any Serviced REO Property and provided by the applicable Special Servicer to the applicable Master Servicer)
in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12)
Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior
to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as reported
by the related Mortgagor in such financial statements (or as reported by the related Mortgagor to the applicable Special Servicer
and provided by the applicable Special Servicer to the applicable Master Servicer solely in the case of any related Specially Serviced
Loan or as reported by the applicable Special Servicer with respect to Serviced REO Property and provided by the applicable Special
Servicer to the applicable Master Servicer).


 


If the applicable
Master Servicer or the applicable Special Servicer does not receive such financial information satisfactory to comply with
Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant
obligor” within ten (10) Business Days after the date such financial information is required to be delivered under
the related Mortgage Loan documents, the applicable Master Servicer or the applicable Special Servicer shall notify the Other
Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and
shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such
Other Depositor) that it has not received such financial information. The applicable Master Servicer (in the case of
Non-Specially Serviced Loans) or the applicable Special Servicer (in the case of Specially Serviced Loans) shall use efforts
consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such


 






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Other
Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related
Mortgagor under the related Mortgage Loan documents.


 


The applicable Master
Servicer (with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to Specially Serviced
Loans) shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other
Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain
written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such
“significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph)
to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which
a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward
an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and
Other Depositor related to such Other Securitization; provided, however, the applicable Special Servicer shall provide
such Officer’s Certificate to the applicable Master Servicer and the applicable Master Servicer shall forward such Officer’s
Certificate to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s
Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other
Pooling and Servicing Agreement.


 


(h)           
If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange
Act, then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization
shall remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the
Exchange Act.


 


Section 11.16  
Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there is no “significant
obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section 11.17  
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicers nor the Special Servicers shall
be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of
the grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this
Article XI; provided that if any such party fails to comply with the delivery requirements of this Article XI
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master
Servicer nor the Special Servicers shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition
thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any
reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 






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[End of Article XI]


 


Article XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01  
Asset Review.


 


(a)            
On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the
CREFC® Loan Periodic Update File delivered by the applicable Master Servicer for such Distribution Date, the Certificate
Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred,
the Certificate Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any
notice required to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate
Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage
Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1),
(2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit SS
within two (2) Business Days to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and
the Asset Representations Reviewer.


 


If
Certificateholders (other than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the
Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting
the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an
“Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice
thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct a solicitation of votes in
accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review
by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and (ii) a
majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset Review Vote Election (an
“Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to
all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder, the Risk
Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”). Upon receipt of
an Asset Review Notice, the Asset Representations


 






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Reviewer shall request access to the Secure Data Room by providing the
Certificate Administrator with a certification substantially in the form attached hereto as Exhibit RR (which
shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any
case within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data
Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the
Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset
Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has
occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely
received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in
this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote
Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an
Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in
the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in
connection with administering such vote will be paid as an expense of the Trust from the applicable Collection Account. The
Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)           (i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below), the
applicable Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans for which
it acts as Master Servicer) and the applicable Special Servicer (with respect to clauses (6) and (7) below for
Specially Serviced Loans) shall promptly, but in no event later than ten (10) Business Days, provide the following materials
in electronic format to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence
Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus,
a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)           
a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent
Loan that is subject to an Asset Review;


 


(2)           
a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor
of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)           
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 






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(4)           
copies of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to
each Delinquent Loan that is subject to an Asset Review;


 


(5)           
a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction
related to each Delinquent Loan that is subject to an Asset Review;


 


(6)           
a copy of any notice previously delivered by the applicable Master Servicer or applicable Special Servicer, as applicable,
of any alleged defect or breach with respect to any Delinquent Loan; and


 


(7)           
a copy of any other related documents that were entered into or delivered in connection with the origination of the related
Mortgage Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset
Review and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)           
In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines
it is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in
connection with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than
ten (10) Business Days after receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s),
and request that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly, but in no event
later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset
Representations Reviewer such missing document(s) to the extent in its possession; provided that any such notification and/or
request shall be in writing, specifically identifying the documents being requested and sent to the notice address for the related
party set forth in Section 13.05 of this Agreement. In the event any missing documents are not provided by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10) Business Day period, the Asset
Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the Mortgage
Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such missing document only to the extent
such document is in the possession of such party but in any event excluding any documents that contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(iii)          The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such
information can be independently verified (without unreasonable effort or expense to the


 






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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, the Asset Representations Reviewer may, but
is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit PP if, and only
to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify
such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on,
such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan
at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence
of such new Asset Review Trigger.


 


(v)           
No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
shall not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited
Information.


 


(vi)         
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume,
without independent investigation or verification, that the Review Materials are accurate and complete in all material respects
and (ii) conclusively rely on such Review Materials.


 


(vii)        The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within
fifty-six (56) days after the date on which access to the Secure Data Room is provided, subject to the last sentence of
this paragraph. In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to
complete a Test and such missing documentation is not delivered to the Asset Representations Reviewer by the applicable
Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to Specially
Serviced Loans) to the extent in the possession of the applicable Master Servicer or applicable Special Servicer, as
applicable, or from the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset
Representations Reviewer to the applicable Master Servicer, the applicable Special Servicer or the related Mortgage Loan
Seller, as the case may be, as described in


 






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Section 12.01(b)(ii), the Asset Representations Reviewer shall list
such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and
the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so
concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer
shall provide such preliminary report to the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the
applicable Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the
preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the
related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy
or otherwise refute the failure. Any documents or explanations to support the related Mortgage Loan Seller’s claim that
the representation and warranty has not failed a Test or that any missing information or documents in the Review Materials
are not required to complete a Test shall be sent by such Mortgage Loan Seller to the Asset Representations Reviewer. For
avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in the event the
Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)        
The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data
Room is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after
the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and
deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not
it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review
Report”) to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing
Certificateholder and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review
Report (an “Asset Review Report Summary”) to the Trustee, the Special Servicer and the Certificate Administrator.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty (30)
days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the
Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller, which, in each case, shall be a responsibility of the applicable Enforcing Servicer pursuant to
Section 2.03(k) of this Agreement.


 


(ix)          
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from
the applicable Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to
Specially Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow


 






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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 thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage
Loan. If the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations
of the applicable Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)           
The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to
this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)           
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, either Master Servicer, either Special
Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective
Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, a Master Servicer, a Special
Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective
Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 






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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 0.00019% per annum (the “Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including
any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans.


 


(b)           
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each
Mortgage Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee equal to (a) in the case of a Delinquent Loan that is not an NCB Co-op Mortgage Loan, the sum
of (i) $16,000, plus (ii) $1,600 per Mortgaged Property relating to the Subject Loan in excess of one Mortgaged Property per
Subject Loan, plus (iii) $2,100 per Mortgaged Property relating to the Subject Loan subject to a ground lease, plus (iv) $1,100
per Mortgaged Property relating to the Subject Loan subject to a franchise agreement, hotel management agreement or hotel license
agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer
Price Index for All Urban Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer
Price Index for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence
of the Asset Review, and (b) in the case of a Delinquent Loan that is an NCB Co-op Mortgage Loan, $10,000 (any such fee, the “Asset
Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each
Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) 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 invoice therefor 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 applicable Master
Servicer that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations
Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements
for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay
such amount. 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


 






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Seller
and the Enforcing Servicer shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid
by the Trust.


 


(c)            Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or
substituted by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)           
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section 12.03  
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency.
Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any
court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each party hereto and each Rating Agency
in connection with its resignation.


 


Section 12.04  
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05  
Termination of the Asset Representations Reviewer.


 


(a)            
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 


(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


 






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unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates evidencing greater than 25% of the Voting Rights, provided that any such failure that is
not curable within such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of
thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial thirty (30)
day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it
has diligently pursued, and is continuing to pursue, such cure;


 


(ii)           
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date
written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party
to this Agreement;


 


(iii)          
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to
be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)           
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)          
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate
Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied.


 






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If an Asset
Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction
of Holders of Certificates evidencing at least 25% of the Voting Rights (without regard to the application of any Allocated Cumulative
Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this
Agreement, other than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued
and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination),
by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)           
Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Allocated Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the
Asset Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations
Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its
internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register
and to the Asset Representations Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder
Quorum (without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts), the Trustee shall terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring prior
to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between
the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be
entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.
In the event that Holders of the Certificates evidencing at least 75% of the Voting Rights (without regard to the application of
any Allocated Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint
a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the transfer
of responsibilities from its predecessor.


 


(c)            
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of


 






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termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicers, the Special Servicers, the Operating Advisor, the
Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicers, the
Special Servicers, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)           
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights and
obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).


 






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[End of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01  
Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any
of the Certificateholders or the Companion Holders:


 


(i)             to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)           
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions
therein or to correct any error;


 


(iii)          
to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)          
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or Companion
Holder;


 


(v)           
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 






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(vi)          
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Companion Loan not consenting
to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 


(vii)         
to amend or supplement any provision hereof to the extent necessary to maintain then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) not consenting to
such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        
to modify the provisions of Section 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicers, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan with
respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does
not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)          
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely


 






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affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post
such notice to the Certificate Administrator’s Website;


 


(x)            
to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)           
to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or
rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, or (B) may materially
and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)           
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(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


 






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(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).


 


(c)           
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and
that such amendment or the exercise of any power granted to the applicable Master Servicer, the applicable Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust
REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provision specifically
required to be included in this Agreement by an Intercreditor Agreement- related to a Companion Loan without in each case the consent
of the holder of the related Companion Loan(s).


 


(d)           
No later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of
the same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall
post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder, the
Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicers, the Special Servicers, the Mortgagors,
the Underwriters and the Rating Agencies.


 


(e)           
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 






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(f)            
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)           
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c)
and the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if
either Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of
the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 13.01(a) or Section 13.01(c) shall be payable out of the Collection Accounts.


 


(h)           
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)            
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable
Special Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)            
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)           
This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder.


 


(l)             
In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable
Mortgage Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment
(or, if the applicable Master Servicer or applicable Special Servicer is requesting such amendment in connection with the fulfillment
of its duties under this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify
provisions relating to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note
provided that the amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced
by a Rating Agency Confirmation from each


 






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Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with
respect to such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect).
Prior to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is
repurchased, the terms of Section 3.30 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section 13.02  
Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the applicable Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially
and beneficially affects the interests of the Certificateholders.


 


(b)           
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)           
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03  
Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


(b)           
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)           
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan,
or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with


 






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respect to this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf
of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing
not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee,
for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused
to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably 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


 






    -476-


     


    

 


PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05  
Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly
provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile notice, when received):


 


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 Stoddard, Esq.

Wells Fargo Law Department, D1053-300

301 South College St.

Charlotte, North Carolina 28202


 


In the case of the General Master
Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK19 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202


 






    -477-


     


    



Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


In the case of the NCB Master
Servicer:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Karyn Mann, Senior Vice President

Facsimile number (703) 647-3479

Email: kmann@ncb.coop


 


In the case of the General Special
Servicer:



LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw



with a copy to:



Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and

lnr.cmbs.notices@lnrproperty.com


 


In the case of the NCB Special
Servicer:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 






    -478-


     


    

 


with a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Karyn Mann, Senior Vice President

Facsimile number (703) 647-3479

Email: kmann@ncb.coop


 


In the case of the Directing Certificateholder:



Seer Capital Management, LP





1177 Avenue of the Americas, 34th
Floor





New York, New York 10036





Attention: General Counsel


 


with a copy to:


 


Email: Daniel.Hartnett@arnoldporter.com


 


In the case of the Risk Retention
Consultation Party:



c/o Wells Fargo Securities, LLC

10 S. Wacker Drive, 32nd Floor, N8405-320

Chicago, Illinois 60606

Attention: Brigid Mattingly

Email: Brigid.mattingly@wellsfargo.com


 


with a copy to:



Troy Stoddard, Esq.

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28202


 






    -479-


     


    

 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2019-BNK19


 


with a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2019-BNK19


 


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BANK 2019-BNK19


 


with a copy to cmbscustody@wellsfargo.com


 


in the case of a surrender, transfer
or exchange other than with respect to the RR Interest:


 


Wells Fargo Bank, National Association





600 South 4th Street





7th Floor, MAC 9300-070





Minneapolis, Minnesota 55479





Attention: CTS - Certificate Transfer
Services – BANK 2019-BNK19


 


in the case of the release or transfer
of the RR Interest:


 


Wells Fargo Bank, National Association





9062 Old Annapolis Road





Columbia, Maryland 21045


 






    -480-


     


    

 


Attention: Risk Retention Custody
– BANK 2019-BNK19





with a copy to: riskretentioncustody@wellsfargo.com


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2019-BNK19 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of the Mortgage Loan
Sellers:


 


		1.	Wells Fargo Bank, National Association

301 South College St.

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


with a copy to:



Troy Stoddard, Esq., Senior Counsel

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28202


 


and a copy to:



Jacqueline M. Gelman

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago IL 60606

Telephone number: (312) 827-1531

Email: jacqueline.m.gelman@wellsfargo.com 


 


		2.	Bank of America, National Association

One Bryant Park



 






    -481-


     


    

 


NY1-100-11-07

New York, New York 10036

Attention: Director of CMBS Securitizations

Email: leland.f.bunch@baml.com



with copies to:



Todd Stillerman

Associate General Counsel & Director

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 18th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

Email: todd.stillerman@bankofamerica.com



and



Katten Muchin Rosenman LLP

550 S. Tryon St., Suite 2900

Charlotte, North Carolina 28202

Attention: Joshua J. Yablonski, Esq.

Facsimile: (704) 444-2050


Email: Joshua.yablonski@kattenlaw.com




 


		3.	Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Jane Lam



with copies to:



Morgan Stanley Mortgage Capital Holdings LLC

1633 Broadway, 29th Floor






New York, New York 10019

Attention: Legal Compliance Division



and



cmbs_notices@morganstanley.com


 






    -482-


     


    

 


		4.	National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop



with a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Karyn Mann, Senior Vice President

Facsimile number (703) 647-3479

Email: kmann@ncb.coop



 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


In the case of any Companion
Loan holder:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)           
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The applicable Master Servicer or the applicable Special Servicer,
as the case may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as
may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable
effort or expense; provided, however, that such other information is first provided to the 17g-5 Information Provider
in accordance with the procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information
Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation
of the rating by the Rating Agencies required hereunder shall be in writing.


 






    -483-


     


    

 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York  10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

E-mail: cmbs_info_17g5@standardandpoors.com


 


Section 13.06  
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07  
Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute
a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to
the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in,
to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and
(ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed,
as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly following the
initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable),
prepare and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary
of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator
in the preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Certificate
Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.


 






    -484-


     


    

 


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. If one, but not all,
of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall
be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu Companion Loan,
as contemplated by Section 3.30 hereof.


 


(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:


 


(i)             any material change or amendment to this Agreement;


 


(ii)           
the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          
the resignation or termination of the Certificate Administrator, either Master Servicer, the Asset Representations Reviewer
or either Special Servicer; and


 






    -485-


     


    

 


(iv)          
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related
Mortgage Loan Purchase Agreement.


 


(b)           
The Master Servicers shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)             
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)           
any change in the location of the Collection Accounts;


 


(iii)          
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)          
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)           
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of 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, either Master Servicer and either 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 request and which the Trustee, the Certificate Administrator, the Master Servicers or Special
Servicers, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
either Master Servicer and either 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


 






    -486-


     


    

 


to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by either Master Servicer or either Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify such
Master Servicer or such Special Servicer when such information, report, notice or document has been posted. The applicable Master
Servicer or the applicable Special Servicer, as the case may be, may, but shall not be obligated to send such information, report,
notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously
provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any
Business Day, to the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    -487-


     


    





 


 





IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written. 


	 	 	 
	 	 	WELLS FARGO COMMERCIAL
	 	 	MORTGAGE
    SECURITIES, INC.,
	 	 	Depositor
	 	 	 
	 	By:	/s/
    Anthony J. Sfarra
	 	 	Name:
    Anthony J. Sfarra
	 	 	Title:
    President
	 	 	 
	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	 	General
    Master Servicer
	 	 	 
	 	By:	/s/
    Amanda Perkins
	 	 	Name:
    Amanda Perkins
	 	 	Title:
    Vice President
	 	 	 
	 	 	NATIONAL
    COOPERATIVE BANK, N.A.,
	 	 	NCB
    Master Servicer
	 	 	 
	 	By:	/s/
    Karyn Mann
	 	 	Name:
    Karyn Mann
	 	 	Title:
    Senior Vice President
	 	 	 
	 	 	LNR
    Partners, llc,
	 	 	General
    Special Servicer
	 	 	 
	 	By:	/s/
    Jerry Hirschkorn
	 	 	Name:
    Jerry Hirschkorn
	 	 	Title:
    Vice President


 


BANK
2019-BNK 19: POOLING AND SERVICING AGREEMENT


 




     


     


    

 

	 	 	 
	 	 	NATIONAL COOPERATIVE BANK,
N.A.,
	 	 	NCB Special Servicer
	 	 	 
	 	By:	/s/
    Karyn Mann
	 	 	Name:
    Karyn Mann
	 	 	Title:
    Senior Vice President
	 	 	 
	 	 	Wells Fargo Bank, National
AssociatioN,
	 	 	not in its individual capacity, but solely as Certificate
Administrator
	 	 	 
	 	By:	/s/
    Anna M. Lopez
	 	 	Name:
    Anna M. Lopez
	 	 	Title:
    Vice President
	 	 	 
	 	 	Wilmington Trust, National
AssociatioN,
	 	 	not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/
    Beverly D. Capers
	 	 	Name:
    Beverly D. Capers
	 	 	Title:
    Assistant Vice President


	 	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	as
    Operating Advisor
	 	 	 
	 	By:	Park
    Bridge Advisors LLC
	 	 	Its
    Sole Member
	 	 	 
	 	 	By:	Park
    Bridge Financial LLC
	 	 	 	Its
    Sole Member
	 	 	 	 
	 	 	By:	 /s/
Robert J. Spinna Jr. 
	 	 	 	Name: 
Robert J. Spinna Jr.  
	 	 	 	Title:
    Managing member 


 


	 	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	as
    Asset Representations Reviewer
	 	 	 
	 	By:	Park
    Bridge Advisors LLC
	 	 	Its
    Sole Member
	 	 	 
	 	 	By:	Park
    Bridge Financial LLC
	 	 	 	Its
    Sole Member
	 	 	 	 
	 	 	By:	 /s/
Robert J. Spinna Jr. 
	 	 	 	Name: 
Robert J. Spinna Jr.  
	 	 	 	Title:
    Managing member 





 


 


BANK
2019-BNK19 - POOLING AND SERVICING AGREEMENT


 




     


     


    




 

	STATE OF NY	)	 
	 	)	ss.:
	COUNTY OF NY	)	 


 


On
the 26 day of July, 2019, before me, a notary public in and for said State, personally appeared Anthony J. Sfarra known to me
to be a President of Wells Fargo Commercial Mortgage Securities, Inc., 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/
    Lillian Calcaterra
	 	Notary Public 
	 	 
	[SEAL]	 
	 	 
	 	 
	My commission expires:	Lillian
    CALCATERRA
	 	NOTARY PUBLIC, State
    of New York
	9/10/2022	No. 01CA4971671
	 	Qualified in Kings
    County
	 	Cert. Filed in New
    York County
	 	Commission Expires
    Sept. 10, 2022



 





BANK
2019-BNK19 : NOTARY PAGES TO POOLING AND SERVICING AGREEMENT 


 


     


     


    

 

	STATE OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG	)	 


 


On
this 29 day of July, 2019, personally appeared before me Amanda Perkins, to me known (or proved to me on the basis of satisfactory
evidence) to be a Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity,
for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by
her signature on the instrument the entity upon behalf of which she acted, executed the instrument


 


	 	 
	 	/s/ Erica
    L Smith
	 	Notary 

    Name: 
	 	 
		 
	 	 
	 	 
	My commission expires:	ERICA L SMITH
	 	NOTARY PUBLIC
		MECKLENBURG CONUTY,
    NC
	 	My Commission Expires
	 	07-20-2022



 


BANK
2019-BNK19 : NOTARY PAGES TO POOLING AND SERVICING AGREEMENT 


 


     


     


    

 


ACKNOWLEDGEMENT 


 

	COMMONWEALTH OF VIRGINIA	)	 
	 	)	ss.:
	COUNTY OF ARLINGTON	)	 


 


On
the 29th day of July, 2019, before me, a notary public in and for said Commonwealth, personally appeared Karyn Mann known to me
to be a Senior Vice President of National Cooperative Bank, N.A., and also known to me to be the person who executed the attached
instrument on behalf of such national banking association, and acknowledged to me that such Senior Vice President executed the
within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	Name:	/s/
    Sonia E. Silcott
	 	 	Notary Public in and for said County and state


	 	 
		 
	 	 
	 	 
	My commission expires:	Sonia E Silcott
	10/31/2021	NOTARY PUBLIC
		Commonwealth of Virginia
	 	Reg. #7758422
	 	My Commission Expires
	 	October 31, 2021


 


BANK
2019-BNK19 : NOTARY PAGES TO POOLING AND SERVICING AGREEMENT 


 


     


     


    

 

	STATE OF NEW
    YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


 


On
the 1st day of August, 2019, 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, 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 person 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]	 
	 	 
	 	 
	My commission expires:	 
	 9/28/2019	 
		 
	 	 
	 	DESMOND MCWEENEY

    NOTARY PUBL1C-STATE OF NEW YORK
	 	No. 0IMC6330849
	 	Qualified in Nassau
    County
	 	My Commission Expires
    September 28, 2019


 


BANK
2019-BNK19: NOTARY PAGES TO POOLING AND SERVICING AGREEMENT 


 


     


     


    
 


ACKNOWLEDGEMENT 


 

	COMMONWEALTH OF VIRGINIA	)	 
	 	)	ss.:
	COUNTY OF ARLINGTON	)	 


 


On
the 29th day of July. 2019, before me, a notary public in and for said Commonwealth, personally appeared Karyn Mann known to me
to be a Senior Vice President of National Cooperative Bank, N.A., and also known to me to be the person who executed the attached
instrument on behalf of such national banking association, and acknowledged to me that such Senior Vice President executed the
within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	Name:	/s/ Sonia
    E Silcott
	 	 	Notary Public in and for said County and state
	 	 	 


	 	Sonia
    E Silcott
	 	NOTARY PUBLIC
	My commission expires:	Commonwealth of Virginia
	10/31/2021	Reg. #7758422
	 	My Commission Expires
	 	October 31, 2021


 


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	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 


 


On
the 29 day of July, 2019, before me, a notary public in and for said State, personally appeared Anna M. Lopez known to me to be
a VP of Wells Fargo Bank, National Association, 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 VP executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Andrew Crews
	 	Notary Public 
	 	 
	[SEAL]	 
	 	 
	 	 
	My commission expires:	 
	 	 
	 	ANDREW CREWS
	 	NOTARY PUBLIC
	 	CECIL COUNTY, MD
	 	MY COMMISSION EXPIRES
	 	October
    27, 2021


 


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	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


 


On
the 29th day of July, 2019, 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, 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]	 
	 	 
	My commission expires:	 
	 	 
	 	CHRISTINA BADER
	 	NOTARY PUBLIC
	 	STATE OF DELAWARE
	 	MY COMMISSION EXPIRES
	 	MARCH 22, 2020


 


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	STATE OF NEW
    YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


 


On
the 26th day of July,2019, before me, a notary public in and for said State, personally appeared Robert
Spinna known to me to be a _____________ of Park Bridge Lender Services, 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 _______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/
    Niaja K. Mowatt
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	3/31/20	 
	 	NIAJA WILLIAMS MOWALT
	 	Notary Public -
    State     of New York
	 	No. 01W16184241
	 	Qualified in Suffolk County
	 	My Commission Expires
    3/31/20



 


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	STATE OF New York	)	 
	 	)	ss.:
	COUNTY OF New York	)	 


 


On
the 26th day of July, 2019, before me, a notary public in and for said State, personally appeared Robert Spinna known to me
to be a ______ of Park Bridge Lender Services 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 ________ 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/Niaja
    Williams Mowatt
	 	Notary Public 
	 	 
	[SEAL]	 
	 	 
	 	 
	My commission expires:	NIAJA
    WILLIAMS MOWATT
	 	Notary Public - State
    of New York
	3/31/20	NO. 01WI6184241
	 	Qualified in Suffolk
    County
	 	My
    Commission Expires 3/31/20
	 	



 





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EXHIBIT
A-1



FORM OF CLASS [__] CERTIFICATE


 


BANK
2019-BNK19


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-BNK19, CLASS [__]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-SB, A-2, A-3, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR
BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS


 





 



		1	Temporary
Regulation S Book-Entry Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






     A-1-1


     


    

 


SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-SB, A-2, A-3, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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) (EXCEPT WITH RESPECT THE CLASS R CERTIFICATES) TO
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT (“REGULATION D”) AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL
ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


 


 






		3	Book-Entry Certificate legend.



 






     A-1-2


     


    

 


[FOR
CLASS X-FG, CLASS X-H, CLASS X-J, CLASS F, CLASS G, CLASS H AND CLASS J CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.]


 


[FOR
REGULAR CERTIFICATES: THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.]


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL
BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS
CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON)
THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 






     A-1-3


     


    

 


[FOR
CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D][CLASS X-FG][CLASS X-H][CLASS X-J] 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-SB, CLASS A-2 AND CLASS A-3 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
BALANCES OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-FG CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCES OF THE CLASS F AND CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-H CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCES OF THE CLASS H 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-J CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCES OF THE CLASS J CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 






     A-1-4


     


    

 


[FOR
CLASS X CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D][X-FG][X-H][X-J]
CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST
PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS J): 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.]


 




     A-1-5


     


    

	PASS-THROUGH
                                         RATE: [[____]% per annum] [FOR CLASS B: LESSOR OF (I) [__]% per annum AND
                                         (II) THE WEIGHTED AVERAGE NET MORTGAGE RATE] [FOR CLASS C: WEIGHTED AVERAGE NET MORTGAGE][FOR
                                         CLASS X-A, X-B, X-D, X-FG, X-H, X-J: 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 AUGUST 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 8, 2019

         

        FIRST
        DISTRIBUTION DATE: 

        SEPTEMBER 17, 2019

         

        APPROXIMATE
        AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES 

        AS OF THE CLOSING DATE: 

        $[_________]

         
	GENERAL
                                         MASTER SERVICER:

         

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

         

        LNR
        PARTNERS, LLC

         

        NCB
        MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        CERTIFICATE
        NO.: [_] - ______

         





     A-1-6


     


    

CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve 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 August 1, 2019 (the “Pooling and Servicing Agreement”), among 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 General Master Servicer, the General Special Servicer, the
NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates
are designated as the BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 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


     


    

 


[FOR
REGULAR CERTIFICATES: This Certificate represents a “regular interest” in a “real estate mortgage investment
conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended (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-SB, A-2, A-3, A-S, B, C, D, E, F, G, H AND J): 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-SB, A-2, A-3, A-S, B, C, D, E, X-A AND X-B CERTIFICATES: Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All
sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate
Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR
PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-SB, A-2, A-3, A-S, B, C, D, E, F, G, H AND J): Principal and interest] allocated
to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the
Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of
Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Accounts will be paid to the Master


 






     A-1-8


     


    

 


Servicers as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes
other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect
to the servicing of the Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 






     A-1-9


     


    

 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $[FOR CLASS A-1, A-SB, A-2, A-3, A-S, B AND C: 10,000][FOR CLASS D, E, F, G, H AND
J CERTIFICATES: 100,000][FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate
Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 






     A-1-10


     


    

 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder
of a RR Interest) or Companion Holder;


 


(v)           to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion Loan not consenting
to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR


 






     A-1-11


     


    

 


Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;





 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)         to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


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


 






     A-1-12


     


    

 


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.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing


 






     A-1-13


     


    

 


Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and
Class R Certificates and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 






     A-1-14


     


    

 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-1-15


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
     not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
SIGNATORY


 


Dated:  August
8, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.




 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
      as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
SIGNATORY


 








     A-1-16


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________

                           Custodian

	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto  


 


 



 





 








(Please
insert Social Security or other identifying number of Assignee)


 





 








(Please
print or typewrite name and address of assignee)


 





 



 




the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:
    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 





	 	 
	SIGNATURE GUARANTEED	 


 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.



 







     A-1-17


     


    

DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to ________________________________________ for the
account of __________________________________ account number ___________________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




     A-1-18


     


    

 


EXHIBIT
A-2



FORM OF CLASS R CERTIFICATE


 


BANK
2019-BNK19


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-BNK19, 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, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 






     A-2-1


     


    

 


FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


[THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE


 






     A-2-2


     


    

 


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 AUGUST 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 8, 2019

         

        FIRST
        DISTRIBUTION DATE: 

        SEPTEMBER 17, 2019

         

        CLASS
        R PERCENTAGE INTEREST: [100%]

         
	GENERAL
                                         MASTER SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER: 

        LNR
        PARTNERS, LLC

         

        NCB
        MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [          ]

         

        ISIN
        NO.: [          ]

         

        CERTIFICATE
        NO.: R-____

         





     A-2-4


     


    

CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


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 August 1, 2019 (the “Pooling
and Servicing Agreement”), among 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 General Master Servicer,
the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on
the face hereof, by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as
the BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1)


 






     A-2-5


     


    

 


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. The Certificate Administrator shall be
the “partnership representative” within the meaning of Section 6223 of the Code for each Trust REMIC and shall perform
all the functions thereof. The Holders of the Class R Certificates, by their acceptance hereof, agree to such designation.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of
Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes
other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect
to the servicing of the Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


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


 






     A-2-6


     


    

 


Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee
Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an


 






     A-2-7


     


    

 


ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person,
no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person
holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any
prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not
to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that,
among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee
Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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


 


 






     A-2-8


     


    

 


(b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the
avoidance of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion
Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of 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


 






     A-2-9


     


    

 


Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)          to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)        to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 






     A-2-10


     


    

 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 






     A-2-11


     


    

 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and
Class R Certificates and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the


 






     A-2-12


     


    

 


Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-2-13


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
     not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
SIGNATORY


 


Dated:  August
8, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.




 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
      as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
SIGNATORY





 




     A-2-14


     


    

 


 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________

                           Custodian

	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto  


 


 



 





 








(Please
insert Social Security or other identifying number of Assignee)


 





 








(Please
print or typewrite name and address of assignee)


 





 



 




the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:
    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 





	 	 
	SIGNATURE GUARANTEED	 


 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.








     A-2-15


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________
for the account of __________________________ account number ____________________________ or, if mailed by check, to _____________________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




     A-2-16


     


    

EXHIBIT
A-3



FORM OF CLASS V CERTIFICATE


 


BANK
2019-BNK19


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-BNK19, CLASS V


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT (“REGULATION D”) AND 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 AUGUST 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 8, 2019

         

        FIRST
        DISTRIBUTION DATE: 

        SEPTEMBER 17, 2018

         

        CLASS
        V PERCENTAGE INTEREST: [100%]

         
	GENERAL
                                         MASTER SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER: 

        LNR
        PARTNERS, LLC

         

        NCB
        MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER: 

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [              ]

         

        ISIN
        NO.: [              ]

         

        CERTIFICATE
        NO.: V-____

         





     A-3-3


     


    

CLASS
V CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


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 August 1, 2019 (the “Pooling
and Servicing Agreement”), among 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 General Master Servicer,
the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated
as the BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 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


 






     A-3-4


     


    

 


Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and
take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of
federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, the portion of Excess Interest actually collected on the Mortgage
Loans allocated to such Certificate, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with
respect to its Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized
to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other
investment income earned on funds in the Collection Accounts will be paid to the Master Servicers as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be
made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-


 






     A-3-5


     


    

 


tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class V Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 






     A-3-6


     


    

 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the
avoidance of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest)
or Companion Holder;


 


(v)          to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion
Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the


 






     A-3-7


     


    

 


Rating Agencies with respect to such
amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
 to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






     A-3-8


     


    

 


Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)        to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such 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


 






     A-3-9


     


    

 


Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 






     A-3-10


     


    

 


Following
the date on which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and
Class R Certificates and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-3-11


     


    

 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
     not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
SIGNATORY


 


Dated:  August
8, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.




 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
      as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
SIGNATORY




 




     A-3-12


     


    

 


 


 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________

                           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-3-1


     


    

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-3-2


     


    

EXHIBIT
A-4


 


FORM
OF RR INTEREST


 


RR
INTEREST


 


BANK
2019-BNK19


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-BNK19, RR INTEREST


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]5


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED


 


 





 



4
      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 


5
      Book-Entry Certificate legend. 


 


 






     A-4-1


     


    

 


BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT (“REGULATION D”) AND 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.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. 


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS,


 






     A-4-2


     


    

 


TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION
§ 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND (II) AN
UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS
INTEREST DISTRIBUTION ACCOUNT.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 




     A-4-3


     


    

	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 8, 2019

         

        FIRST
        DISTRIBUTION DATE:

        SEPTEMBER 17, 2019

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE RR INTEREST

        AS OF THE CLOSING DATE: $[__]

         
	GENERAL
                                         MASTER SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER: 

        LNR
        PARTNERS, LLC

         

        NCB
        MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER:  

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [_____]

         

        CERTIFICATE
        NO.: RR-[_]

         

	 	 




     A-4-4


     


    

RR
INTEREST


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.]
[FOR DEFINITIVE CERTIFICATES: [WELLS FARGO BANK, NATIONAL ASSOCIATION][BANK OF AMERICA, NATIONAL ASSOCIATION][MORGAN STANLEY BANK,
N.A.]] is the registered owner of the interest evidenced by this Certificate in the RR Interest issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
among 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 General Master Servicer, the General Special
Servicer, the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset
Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the BANK
2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 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


 






     A-4-5


     


    

 


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 (i) a “regular interest” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”)
and (ii) an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts
in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
(including Excess Interest) then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified
above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated
to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the
Aggregate Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Retained
Certificate Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses
allocated to the RR Interest will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans and Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held
on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and each
Master Servicer or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals
therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned
on funds in the Collection Accounts


 


 






     A-4-6


     


    

 


will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with
respect to the servicing of the Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Retained Certificate
Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective
Transferee in the form set forth in the Pooling and Servicing Agreement, countersigned by the Risk Retention Consultation Party
and (ii) a certificate from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 






     A-4-7


     


    

 


The
RR Interest will be issued in fully registered, certificated form in minimum denominations of $1, and in integral multiples of
$0.01 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the
initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)      to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions


 






     A-4-8


     


    

 


of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any
Holder of a RR Interest) or Companion Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and


 






     A-4-9


     


    

 


Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if
any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and
the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)            
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)            
to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






     A-4-10


     


    

 


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 nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified


 






     A-4-11


     


    

 


person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may,
at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect
of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special
Servicer, either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C,
Class D and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V and Class R Certificates and the RR
Interest), the Sole Certificateholder shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates
(other than the Class V and Class R Certificates and the RR Interest) together with the payment or deemed payment of the Termination
Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the


 






     A-4-12


     


    

 


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-4-13


     


    

 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
     not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
SIGNATORY


 


Dated:  August
8, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS PART OF THE RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.




 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
      as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
SIGNATORY



 







     A-4-14


     


    

 


ABBREVIATIONS 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________

                           Custodian

	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto  


 


 



 





 








(Please
insert Social Security or other identifying number of Assignee)


 





 








(Please
print or typewrite name and address of assignee)


 





 



 




the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:
    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 





	 	 
	SIGNATURE GUARANTEED	 


 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.



 





 




     A-4-15


     


    

DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






     A-4-16


     


    

 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 






    B-1


     


    



EXHIBIT B 


MORTGAGE LOAN SCHEDULE



 


BANK
2019-BNK19

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan
Number	Mortgage
    Loan Seller	Property
    Name	Address	City	State	Zip
    Code	County	General
    Property Type
	1	MSMCH/WFB	Grand
    Canal Shoppes	3327
    & 3377 Las Vegas Boulevard South	Las
    Vegas	NV	89109	Clark	Retail
	2	BANA	Waterford
    Lakes Town Center	413
    North Alafaya Trail	Orlando	FL	32828	Orange	Retail
	3	WFB	350
    Bush Street	350
    Bush Street	San
    Francisco	CA	94104	San
    Francisco	Office
	4	WFB	30
    Hudson Yards	20-30
    Hudson Yards	New
    York	NY	10001	New
    York	Office
	5	MSMCH	University
    Square	1
    University Square Drive	Princeton	NJ	08540	Mercer	Office
	6	WFB	Nova
    Place	100
    South Commons	Pittsburgh	PA	15212	Allegheny	Office
	7	MSMCH	445
    South Street	445
    South Street	Morristown	NJ	07960	Morris	Office
	8	BANA	Newport
    Beach Marriott Bayview	500
    Bayview Circle	Newport
    Beach	CA	92660	Orange	Hospitality
	9	BANA	Moffett
    Towers - Buildings 3 & 4	1190
    Discovery Way & 900 5th Avenue	Sunnyvale	CA	94089	Santa
    Clara	Office
	10	WFB	The
    Alhambra	1000
    South Fremont Avenue; 1127-1131 South Fremont Avenue	Alhambra	CA	91803	Los
    Angeles	Office
	11	MSMCH	One
    Financial Plaza	755
    Main Street	Hartford	CT	06103	Hartford	Office
	12	WFB	29
    West 35th Street	29
    West 35th Street	New
    York	NY	10001	New
    York	Office
	13	BANA	Ford
    Factory	777
    South Santa Fe Avenue	Los
    Angeles	CA	90021	Los
    Angeles	Office
	14	BANA	Marriott
    Downtown Orlando	400
    West Livingston Street	Orlando	FL	32801	Orange	Hospitality
	15	WFB	450-460
    Park Avenue South	450-460
    Park Avenue South	New
    York	NY	10016	New
    York	Office
	16	WFB	Fairway
    Center I	1800
    East Imperial Highway	Brea	CA	92821	Los
    Angeles	Office
	17	BANA	Mark
    Twain Village	1300
    - 1465 Bass Pro Drive	St.
    Charles	MO	63301	St.
    Charles	Retail
	18	MSMCH	Woodpark
    Shopping Center	25415
    South Interstate Highway 45	Spring	TX	77380	Montgomery	Retail
	19	MSMCH	Little
    Rock Logistics Center	104
    Champs Boulevard	Maumelle	AR	72113	Pulaski	Industrial
	20	MSMCH	Eleven
    Seventeen Perimeter	1117
    Perimeter Center West	Atlanta	GA	30338	Fulton	Office
	21	BANA	Hampton
    Inn & Suites Hershey	749
    East Chocolate Avenue	Hershey
    	PA	17033	Dauphin	Hospitality
	22	MSMCH	Polo
    Towne Crossing SC	2100,
    2108 and 2208 Dallas Parkway	Plano	TX	75093	Collin	Retail
	23	BANA	420
    East 72nd Street Tenants Corp.	420
    East 72nd Street	New
    York	NY	10021	New
    York	Multifamily
	24	WFB	Division
    Place	2800
    & 2930 Division Street	Saint
    Cloud	MN	56301	Stearns	Retail
	25	MSMCH	Homewood
    Suites Fayetteville	4028
    Legend Avenue	Fayetteville	NC	28303	Cumberland	Hospitality
	26	MSMCH	Brownsville
    Commercial Industrial Park	3201,
    3300, 3301 & 3501 NAFTA Parkway	Brownsville	TX	78526	Cameron	Industrial
	27	BANA	Courtyard
    Fayetteville Fort Bragg	120
    North 5th Street	Spring
    Lake	NC	28390	Cumberland	Hospitality
	28	WFB	Hampton
    Inn – Knightdale	405
    Hinton Oaks Boulevard	Knightdale	NC	27545	Wake	Hospitality
	29	MSMCH	167
    169 Canal Street	167-169
    Canal Street	New
    York	NY	10013	New
    York	Mixed
    Use
	30	BANA	215
    East 58th St	215
    East 58th Street	New
    York	NY	10022	New
    York	Mixed
    Use
	31	WFB	Fillmore
    Crossing	3125
    Sinton Road	Colorado
    Springs	CO	80907	El
    Paso	Multifamily
	32	WFB	Courage
    Drive	2339
    Courage Drive	Fairfield	CA	94533	Solano	Industrial
	33	MSMCH	Landmark
    Woods & Basswood Apartments	Various	Florence	SC	Various	Florence	Multifamily
	33.01	MSMCH	Landmark
    Woods Apartments	1400
    Cherokee Road	Florence	SC	29501	Florence	Multifamily
	33.02	MSMCH	Basswood
    Apartments	400,
    404, 408, 412, 418, 422, 426 Third Loop Road	Florence	SC	29505	Florence	Multifamily
	34	NCB	Aero
    Owners, Inc.	63-61
    Yellowstone Boulevard	Forest
    Hills	NY	11375	Queens	Multifamily
	35	WFB	Temple
    Terrace Plaza	8799
    North 56th Street	Temple
    Terrace	FL	33617	Hillsborough	Retail
	36	MSMCH	Albertsons
    Baton Rouge	9650
    Airline Highway	Baton
    Rouge	LA	70815	East
    Baton Rouge Parish	Retail
	37	NCB	200
    Diplomat Drive Corporation	100-200
    Diplomat Drive	Mount
    Kisco	NY	10549	Westchester	Multifamily
	38	BANA	Glacier
    Village	9101,
    9103, 9105, 9107, 9109, 9102, 9104, 9106, 9108, 9110, 9112 & 9116 Mendenhall Mall Road	Juneau	AK	99801	Juneau	Retail
	39	MSMCH	6440
    Grand Avenue	6430-6440
    Grand Avenue	Gurnee	IL	60031	Lake	Retail
	40	WFB	Cal
    Brazing HQ	37955
    Central Court	Newark	CA	94560	Alameda	Industrial
	41	BANA	Mira
    Este Business Park	9225,
    9245, 9265 & 9285 Dowdy Drive	San
    Diego	CA	92126	San
    Diego	Mixed
    Use
	42	NCB	Coronet
    Owners, Inc.	63-11
    Queens Boulevard	Woodside	NY	11377	Queens	Multifamily
	43	NCB	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	100
    West 94th Street	New
    York	NY	10025	New
    York	Multifamily
	44	NCB	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	83-33
    Austin Street	Kew
    Gardens	NY	11415	Queens	Multifamily
	45	NCB	Evergreen
    Owners, Inc.	37-21
    80th Street	Jackson
    Heights	NY	11372	Queens	Multifamily
	46	NCB	333
    East Broadway Owners Corp.	333
    East Broadway	Long
    Beach	NY	11561	Nassau	Multifamily
	47	MSMCH	Pacific
    Coast Plaza	2177-2185
    Vista Way	Oceanside	CA	92054	San
    Diego	Retail
	48	BANA	Days
    Inn Sarasota	5000
    North Tamiami Trail	Sarasota
    	FL	34234	Sarasota	Hospitality
	49	WFB	Citysquare
    Shopping Center	2250
    Highway 95	Bullhead
    City	AZ	86442	Mohave	Retail
	50	NCB	Spruce
    Tower Owners Corp.	2
    Spruce Street	Great
    Neck	NY	11021	Nassau	Multifamily
	51	NCB	Carriage
    Owners Corp.	77
    South Park Avenue	Rockville
    Centre	NY	11570	Nassau	Multifamily
	52	BANA	DuPont
    Office Center	9921
    Dupont Circle Drive West	Fort
    Wayne	IN	46825	Allen	Office
	53	NCB	7210
    Owners Corp.	72-10
    112th Street	Forest
    Hills	NY	11375	Queens	Multifamily
	54	MSMCH	Sansing
    at Oxford Commons	705
    Sisk Avenue	Oxford	MS	38655	Lafayette	Retail
	55	NCB	45
    Kew Gardens Owners Inc.	45
    Kew Gardens Road	Kew
    Gardens	NY	11415	Queens	Multifamily
	56	NCB	Hawthorne
    Gardens Realty Corp.	910
    Stuart Avenue	Mamaroneck	NY	10543	Westchester	Multifamily
	57	NCB	Maple
    Court Apartments, Inc.	35-21
    & 35-27 81st Street	Jackson
    Heights	NY	11372	Queens	Multifamily
	58	NCB	Capri
    Gardens Owners Corp.	68-37
    108th Street	Forest
    Hills	NY	11375	Queens	Multifamily
	59	MSMCH	Skylake
    Ranch Center	11975-11995
    Holly Street	Thornton	CO	80233	Adams	Retail
	60	NCB	44-14
    Newtown Road Apartment Corporation	44-14
    Newtown Road 	Astoria	NY	11103	Queens	Multifamily
	61	WFB	CVS
    Portfolio - Ashtabula & Pageland	Various	Various	Various	Various	Various	Retail
	61.01	WFB	CVS
    - Ashtabula	1819
    East Prospect Road (US Route 20)	Ashtabula	OH	44004	Ashtabula	Retail
	61.02	WFB	CVS
    - Pageland	205
    North Van Lingle Mundo Boulevard	Pageland	SC	29728	Chesterfield	Retail
	62	NCB	Claridge
    House Owners Corp.	85
    South Centre Avenue	Rockville
    Centre	NY	11570	Nassau	Multifamily
	63	NCB	11
    Wooleys Lane Housing Corporation	11
    Wooleys Lane (a/k/a Woolley Lane a/k/a Wooley Lane a/k/a Woolleys Lane a/k/a Woolley’s Lane)	Great
    Neck	NY	11023	Nassau	Multifamily
	64	NCB	Dorian
    Owners Inc.	72-11
    110th Street	Forest
    Hills	NY	11375	Queens	Multifamily
	65	MSMCH	Oak
    Grove MHC	119
    Oak Grove Park Road	Dallas	NC	28034	Gaston	Manufactured
    Housing Community
	66	NCB	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	123-155
    Bay Ridge Parkway	Brooklyn	NY	11209	Kings	Multifamily
	67	MSMCH	Taft
    Church Station	150
    Sam Walton Drive	Sparta	TN	38583	White	Retail
	68	WFB	Bank
    of America - Cary, NC	7109
    O’Kelly Chapel Road	Cary	NC	27519	Wake	Other
	69	NCB	Lynbrook
    44 Apartment Owners, Inc.	157
    Hempstead Avenue	Lynbrook	NY	11563	Nassau	Multifamily
	70	NCB	22
    North Forest Avenue Corp.	22
    North Forest Avenue	Rockville
    Centre	NY	11570	Nassau	Multifamily
	71	NCB	Westview
    Equities, Inc.	100
    Westview Avenue a/k/a 34-36 Westview Avenue	Tuckahoe	NY	10707	Westchester	Multifamily
	72	BANA	Culpeper
    MHC Portfolio	Various	Various	VA	Various	Culpeper	Manufactured
    Housing Community
	72.01	BANA	Bailey’s
    MHC	6391
    Baileys Lane	Rixeyville	VA	22737	Culpeper	Manufactured
    Housing Community
	72.02	BANA	Lakeside
    MHC	11231
    Sperryville Pike	Culpeper	VA	22701	Culpeper	Manufactured
    Housing Community
	73	NCB	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	171
    Duane Street	New
    York	NY	10013	New
    York	Multifamily


 


    	 	EXH. B-2	 



     


    



EXHIBIT B 


MORTGAGE LOAN SCHEDULE



 


BANK
2019-BNK19

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan
Number	Mortgage
    Loan Seller	Property
    Name	Number
    of Units	Unit
    of Measure	Original
    Principal
Balance ($)	Cut-off
    Date Principal
Balance ($)	Loan
    Amortization Type	Monthly
    P&I
Payment ($)	Interest
    Accrual Basis	Mortgage
    Rate	Administrative
    Fee Rate	Net
    Mortgage Rate	Payment
    Due Date	Stated
    Maturity Date
or Anticipated
Repayment Date
	1	MSMCH/WFB	Grand
    Canal Shoppes	759,891	Sq.
    Ft.	100,000,000.00	100,000,000.00	Interest-only,
    Balloon	316,062.96
    	Actual/360	3.74080%	0.01129%	3.72951%	1	7/1/2029
	2	BANA	Waterford
    Lakes Town Center	691,265	Sq.
    Ft.	90,000,000.00	89,690,115.19	Amortizing
    Balloon	475,468.32
    	Actual/360	4.86000%	0.01129%	4.84871%	6	5/6/2029
	3	WFB	350
    Bush Street	387,599	Sq.
    Ft.	85,000,000.00	85,000,000.00	Interest-only,
    Balloon	281,730.01
    	Actual/360	3.91216%	0.01129%	3.90087%	11	5/11/2029
	4	WFB	30
    Hudson Yards	1,463,234	Sq.
    Ft.	84,400,000.00	84,400,000.00	Interest-only,
    Balloon	222,382.28
    	Actual/360	3.11000%	0.01004%	3.09996%	6	7/6/2029
	5	MSMCH	University
    Square	331,872	Sq.
    Ft.	72,000,000.00	72,000,000.00	Interest-only,
    Amortizing Balloon	335,489.29
    	Actual/360	3.80000%	0.02312%	3.77688%	1	7/1/2029
	6	WFB	Nova
    Place	1,142,745	Sq.
    Ft.	69,000,000.00	69,000,000.00	Interest-only,
    Balloon	245,057.33
    	Actual/360	4.19200%	0.02129%	4.17071%	11	6/11/2029
	7	MSMCH	445
    South Street	320,274	Sq.
    Ft.	53,600,000.00	53,600,000.00	Interest-only,
    Balloon	187,941.20
    	Actual/360	4.15000%	0.01312%	4.13688%	1	7/1/2029
	8	BANA	Newport
    Beach Marriott Bayview	254	Rooms	52,500,000.00	52,500,000.00	Interest-only,
    Balloon	166,341.15
    	Actual/360	3.75000%	0.01312%	3.73688%	1	7/1/2029
	9	BANA	Moffett
    Towers - Buildings 3 & 4	701,266	Sq.
    Ft.	50,000,000.00	50,000,000.00	Interest-only,
    ARD	159,005.66
    	Actual/360	3.76386%	0.01004%	3.75382%	6	7/6/2029
	10	WFB	The
    Alhambra	931,891	Sq.
    Ft.	50,000,000.00	50,000,000.00	Interest-only,
    Balloon	178,763.89
    	Actual/360	4.22000%	0.02129%	4.19871%	11	5/11/2029
	11	MSMCH	One
    Financial Plaza	621,830	Sq.
    Ft.	47,586,000.00	47,586,000.00	Interest-only,
    Amortizing Balloon	238,011.08
    	Actual/360	4.39000%	0.01312%	4.37688%	1	6/1/2029
	12	WFB	29
    West 35th Street	94,737	Sq.
    Ft.	41,000,000.00	41,000,000.00	Interest-only,
    Balloon	133,490.88
    	Actual/360	3.84300%	0.01312%	3.82988%	11	6/11/2029
	13	BANA	Ford
    Factory	257,028	Sq.
    Ft.	40,000,000.00	40,000,000.00	Interest-only,
    Balloon	152,759.26
    	Actual/360	4.52000%	0.01129%	4.50871%	1	4/1/2029
	14	BANA	Marriott
    Downtown Orlando	297	Rooms	37,250,000.00	37,201,704.78	Amortizing
    Balloon	180,369.75
    	Actual/360	4.11750%	0.01312%	4.10438%	1	7/1/2029
	15	WFB	450-460
    Park Avenue South	182,845	Sq.
    Ft.	30,000,000.00	30,000,000.00	Interest-only,
    Balloon	94,041.67
    	Actual/360	3.70000%	0.01129%	3.68871%	11	5/11/2029
	16	WFB	Fairway
    Center I	145,798	Sq.
    Ft.	25,125,000.00	25,125,000.00	Interest-only,
    Amortizing Balloon	129,704.38
    	Actual/360	4.66000%	0.01312%	4.64688%	11	5/11/2029
	17	BANA	Mark
    Twain Village	306,367	Sq.
    Ft.	21,206,250.00	21,206,250.00	Interest-only,
    Amortizing Balloon	102,837.65
    	Actual/360	4.13000%	0.01312%	4.11688%	1	6/1/2029
	18	MSMCH	Woodpark
    Shopping Center	156,940	Sq.
    Ft.	17,150,000.00	17,150,000.00	Interest-only,
    Amortizing Balloon	81,777.88
    	Actual/360	3.99000%	0.01312%	3.97688%	1	7/1/2029
	19	MSMCH	Little
    Rock Logistics Center	500,450	Sq.
    Ft.	15,562,000.00	15,544,069.44	Amortizing
    Balloon	80,243.40
    	Actual/360	4.65000%	0.01312%	4.63688%	1	7/1/2029
	20	MSMCH	Eleven
    Seventeen Perimeter	392,726	Sq.
    Ft.	15,000,000.00	15,000,000.00	Interest-only,
    Balloon	52,975.69
    	Actual/360	4.18000%	0.01129%	4.16871%	1	7/1/2029
	21	BANA	Hampton
    Inn & Suites Hershey	110	Rooms	14,300,000.00	14,262,956.26	Amortizing
    Balloon	71,187.09
    	Actual/360	4.35000%	0.01312%	4.33688%	1	6/1/2029
	22	MSMCH	Polo
    Towne Crossing SC	82,965	Sq.
    Ft.	14,250,000.00	14,250,000.00	Interest-only,
    Amortizing Balloon	71,358.43
    	Actual/360	4.40000%	0.01129%	4.38871%	1	7/1/2029
	23	BANA	420
    East 72nd Street Tenants Corp.	178	Units	14,000,000.00	14,000,000.00	Interest-only,
    Balloon	41,873.61
    	Actual/360	3.54000%	0.01312%	3.52688%	1	7/1/2029
	24	WFB	Division
    Place	127,366	Sq.
    Ft.	12,450,000.00	12,434,994.72	Amortizing
    Balloon	62,712.99
    	Actual/360	4.45000%	0.04312%	4.40688%	11	7/11/2029
	25	MSMCH	Homewood
    Suites Fayetteville	111	Rooms	11,500,000.00	11,500,000.00	Interest-only,
    Balloon	37,505.44
    	Actual/360	3.86000%	0.01312%	3.84688%	1	7/1/2029
	26	MSMCH	Brownsville
    Commercial Industrial Park	400,000	Sq.
    Ft.	10,500,000.00	10,500,000.00	Interest-Only,
    Amortizing Balloon	51,285.54
    	Actual/360	4.19000%	0.01312%	4.17688%	1	7/1/2029
	27	BANA	Courtyard
    Fayetteville Fort Bragg	100	Rooms	10,500,000.00	10,486,335.00	Amortizing
    Balloon	50,735.83
    	Actual/360	4.10000%	0.01312%	4.08688%	1	7/1/2029
	28	WFB	Hampton
    Inn – Knightdale	110	Rooms	10,300,000.00	10,275,135.75	Amortizing
    Balloon	53,419.69
    	Actual/360	4.70000%	0.01312%	4.68688%	11	6/11/2029
	29	MSMCH	167
    169 Canal Street	14,150	Sq.
    Ft.	10,000,000.00	10,000,000.00	Interest-only,
    Balloon	35,317.13
    	Actual/360	4.18000%	0.01312%	4.16688%	1	7/1/2029
	30	BANA	215
    East 58th St	33,165	Sq.
    Ft.	9,300,000.00	9,300,000.00	Interest-only,
    Balloon	29,073.26
    	Actual/360	3.70000%	0.01312%	3.68688%	1	7/1/2029
	31	WFB	Fillmore
    Crossing	189	Units	8,500,000.00	8,500,000.00	Interest-only,
    Amortizing Balloon	44,237.61
    	Actual/360	4.73000%	0.01312%	4.71688%	11	5/11/2029
	32	WFB	Courage
    Drive	108,000	Sq.
    Ft.	8,400,000.00	8,400,000.00	Interest-only,
    Balloon	29,199.68
    	Actual/360	4.10300%	0.01312%	4.08988%	11	6/11/2029
	33	MSMCH	Landmark
    Woods & Basswood Apartments	160	Units	8,250,000.00	8,250,000.00	Interest-only,
    Amortizing Balloon	39,386.76
    	Actual/360	4.00000%	0.01312%	3.98688%	1	7/1/2029
	33.01	MSMCH	Landmark
    Woods Apartments	104	Units	4,887,605.00	 	 	 	 	 	 	 	 	 
	33.02	MSMCH	Basswood
    Apartments	56	Units	3,362,395.00	 	 	 	 	 	 	 	 	 
	34	NCB	Aero
    Owners, Inc.	286	Units	7,775,000.00	7,762,963.25	Amortizing
    Balloon	32,882.63
    	Actual/360	4.08000%	0.08812%	3.99188%	1	6/1/2029
	35	WFB	Temple
    Terrace Plaza	90,328	Sq.
    Ft.	7,650,000.00	7,650,000.00	Interest-only,
    Amortizing Balloon	37,566.25
    	Actual/360	4.23500%	0.01312%	4.22188%	11	6/11/2029
	36	MSMCH	Albertsons
    Baton Rouge	66,374	Sq.
    Ft.	7,650,000.00	7,641,384.61	Amortizing
    Balloon	39,906.02
    	Actual/360	4.75000%	0.01312%	4.73688%	1	7/1/2029
	37	NCB	200
    Diplomat Drive Corporation	224	Units	7,500,000.00	7,478,361.43	Amortizing
    Balloon	34,946.80
    	Actual/360	3.80000%	0.08812%	3.71188%	1	6/1/2029
	38	BANA	Glacier
    Village	242,797	Sq.
    Ft.	7,125,000.00	7,125,000.00	Interest-only,
    Amortizing Balloon	37,038.64
    	Actual/360	4.72000%	0.06062%	4.65938%	1	6/1/2029
	39	MSMCH	6440
    Grand Avenue	15,564	Sq.
    Ft.	6,919,250.00	6,919,250.00	Interest-only,
    Balloon	27,126.02
    	Actual/360	4.64000%	0.01312%	4.62688%	1	7/1/2029
	40	WFB	Cal
    Brazing HQ	43,557	Sq.
    Ft.	6,400,000.00	6,400,000.00	Interest-only,
    Balloon	21,878.67
    	Actual/360	4.03500%	0.04312%	3.99188%	11	6/11/2029
	41	BANA	Mira
    Este Business Park	64,301	Sq.
    Ft.	6,215,000.00	6,215,000.00	Interest-only,
    Balloon	23,629.95
    	Actual/360	4.50000%	0.01312%	4.48688%	1	7/1/2029
	42	NCB	Coronet
    Owners, Inc.	159	Units	6,125,000.00	6,125,000.00	Interest-only,
    Amortizing Balloon	27,812.62
    	Actual/360	3.59000%	0.08812%	3.50188%	1	7/1/2029
	43	NCB	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	162	Units	6,000,000.00	6,000,000.00	Interest-only,
    Balloon	19,926.67
    	Actual/360	3.92000%	0.08812%	3.83188%	1	7/1/2029
	44	NCB	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	105	Units	6,000,000.00	5,991,213.17	Amortizing
    Balloon	27,076.83
    	Actual/360	3.54000%	0.08812%	3.45188%	1	7/1/2029
	45	NCB	Evergreen
    Owners, Inc.	100	Units	5,750,000.00	5,741,047.09	Amortizing
    Balloon	24,246.48
    	Actual/360	4.06000%	0.08812%	3.97188%	1	6/1/2029
	46	NCB	333
    East Broadway Owners Corp.	72	Units	5,375,000.00	5,366,315.85	Amortizing
    Balloon	22,230.76
    	Actual/360	3.93000%	0.08812%	3.84188%	1	6/1/2029
	47	MSMCH	Pacific
    Coast Plaza	24,522	Sq.
    Ft.	5,000,000.00	5,000,000.00	Interest-only,
    Balloon	16,686.92
    	Actual/360	3.95000%	0.01312%	3.93688%	1	7/1/2029
	48	BANA	Days
    Inn Sarasota	96	Rooms	4,830,000.00	4,824,622.66	Amortizing
    Balloon	25,341.34
    	Actual/360	4.80000%	0.01312%	4.78688%	1	7/1/2029
	49	WFB	Citysquare
    Shopping Center	52,944	Sq.
    Ft.	4,825,000.00	4,813,016.73	Amortizing
    Balloon	24,619.88
    	Actual/360	4.56000%	0.05312%	4.50688%	11	6/11/2029
	50	NCB	Spruce
    Tower Owners Corp.	61	Units	4,000,000.00	4,000,000.00	Interest-only,
    Balloon	13,318.33
    	Actual/360	3.93000%	0.08812%	3.84188%	1	7/1/2029
	51	NCB	Carriage
    Owners Corp.	96	Units	4,000,000.00	3,996,992.85	Amortizing
    Balloon	16,543.82
    	Actual/360	3.93000%	0.08812%	3.84188%	1	7/1/2029
	52	BANA	DuPont
    Office Center	63,342	Sq.
    Ft.	3,802,500.00	3,802,500.00	Interest-only,
    Balloon	13,332.96
    	Actual/360	4.15000%	0.01312%	4.13688%	1	7/1/2029
	53	NCB	7210
    Owners Corp.	66	Units	3,700,000.00	3,693,677.71	Amortizing
    Balloon	14,848.28
    	Actual/360	3.73000%	0.08812%	3.64188%	1	6/1/2029
	54	MSMCH	Sansing
    at Oxford Commons	15,871	Sq.
    Ft.	3,565,000.00	3,565,000.00	Interest-only,
    Amortizing Balloon	18,063.33
    	Actual/360	4.50000%	0.05062%	4.44938%	1	7/1/2029
	55	NCB	45
    Kew Gardens Owners Inc.	95	Units	3,500,000.00	3,500,000.00	Interest-only,
    Balloon	10,882.57
    	Actual/360	3.67000%	0.08812%	3.58188%	1	7/1/2029
	56	NCB	Hawthorne
    Gardens Realty Corp.	81	Units	3,420,000.00	3,410,489.31	Amortizing
    Balloon	16,307.89
    	Actual/360	3.99000%	0.08812%	3.90188%	1	6/1/2029
	57	NCB	Maple
    Court Apartments, Inc.	63	Units	3,225,000.00	3,220,035.84	Amortizing
    Balloon	13,679.78
    	Actual/360	4.10000%	0.08812%	4.01188%	1	6/1/2029
	58	NCB	Capri
    Gardens Owners Corp.	72	Units	2,900,000.00	2,897,662.21	Amortizing
    Balloon	11,602.48
    	Actual/360	3.71000%	0.08812%	3.62188%	1	7/1/2029
	59	MSMCH	Skylake
    Ranch Center	8,200	Sq.
    Ft.	2,895,000.00	2,895,000.00	Interest-only,
    Amortizing Balloon	15,276.68
    	Actual/360	4.85000%	0.01312%	4.83688%	1	8/1/2029
	60	NCB	44-14
    Newtown Road Apartment Corporation	108	Units	2,800,000.00	2,792,122.08	Amortizing
    Balloon	13,254.88
    	Actual/360	3.93000%	0.08812%	3.84188%	1	6/1/2029
	61	WFB	CVS
    Portfolio - Ashtabula & Pageland	20,180	Sq.
    Ft.	2,580,000.00	2,580,000.00	Interest-only,
    Amortizing Balloon	13,257.08
    	Actual/360	4.62000%	0.01312%	4.60688%	11	6/11/2029
	61.01	WFB	CVS
    - Ashtabula	10,125	Sq.
    Ft.	1,775,000.00	 	 	 	 	 	 	 	 	 
	61.02	WFB	CVS
    - Pageland	10,055	Sq.
    Ft.	805,000.00	 	 	 	 	 	 	 	 	 
	62	NCB	Claridge
    House Owners Corp.	62	Units	2,550,000.00	2,550,000.00	Interest-only,
    Balloon	8,490.44
    	Actual/360	3.93000%	0.08812%	3.84188%	1	7/1/2029
	63	NCB	11
    Wooleys Lane Housing Corporation	57	Units	2,450,000.00	2,446,007.98	Amortizing
    Balloon	10,087.65
    	Actual/360	3.90000%	0.08812%	3.81188%	1	6/1/2029
	64	NCB	Dorian
    Owners Inc.	55	Units	2,250,000.00	2,246,718.49	Amortizing
    Balloon	10,179.01
    	Actual/360	3.56000%	0.08812%	3.47188%	1	7/1/2029
	65	MSMCH	Oak
    Grove MHC	107	Unit	2,200,250.00	2,200,250.00	Interest-only,
    Balloon	7,287.31
    	Actual/360	3.92000%	0.14662%	3.77338%	1	7/1/2029
	66	NCB	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	42	Units	2,100,000.00	2,097,086.57	Amortizing
    Balloon	9,785.10
    	Actual/360	3.80000%	0.08812%	3.71188%	1	7/1/2029
	67	MSMCH	Taft
    Church Station	18,700	Sq.
    Ft.	1,968,750.00	1,966,598.37	Amortizing
    Balloon	10,424.76
    	Actual/360	4.88000%	0.01312%	4.86688%	1	7/1/2029
	68	WFB	Bank
    of America - Cary, NC	38,683	Sq.
    Ft.	1,900,000.00	1,900,000.00	Interest-only,
    Balloon	7,871.54
    	Actual/360	4.89000%	0.09062%	4.79938%	11	6/11/2029
	69	NCB	Lynbrook
    44 Apartment Owners, Inc.	44	Units	1,800,000.00	1,800,000.00	Interest-only,
    Balloon	5,993.25
    	Actual/360	3.93000%	0.08812%	3.84188%	1	7/1/2029
	70	NCB	22
    North Forest Avenue Corp.	45	Units	1,550,000.00	1,550,000.00	Interest-only,
    Balloon	5,160.85
    	Actual/360	3.93000%	0.08812%	3.84188%	1	7/1/2029
	71	NCB	Westview
    Equities, Inc.	22	Units	1,500,000.00	1,495,746.84	Amortizing
    Balloon	7,066.43
    	Actual/360	3.89000%	0.08812%	3.80188%	1	6/1/2029
	72	BANA	Culpeper
    MHC Portfolio	50	Pads	1,400,000.00	1,398,455.69	Amortizing
    Balloon	7,379.20
    	Actual/360	4.84000%	0.01312%	4.82688%	1	7/1/2029
	72.01	BANA	Bailey’s
    MHC	28	Pads	794,594.59	 	 	 	 	 	 	 	 	 
	72.02	BANA	Lakeside
    MHC	22	Pads	605,405.41	 	 	 	 	 	 	 	 	 
	73	NCB	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	5	Units	1,250,000.00	1,250,000.00	Interest-only,
    Balloon	4,151.39
    	Actual/360	3.92000%	0.08812%	3.83188%	1	7/1/2029


 


    	 	EXH. B-3	 



     


    


EXHIBIT B 


MORTGAGE LOAN SCHEDULE



 


BANK
2019-BNK19

MORTGAGE LOAN SCHEDULE


 



	Mortgage
    Loan
Number	Mortgage
    Loan Seller	Property
    Name	ARD
    Loan
Maturity Date	ARD
    Mortgage
Rate After
Anticipated
Repayment Date	Original
    Term to
Maturity or ARD
(Mos.)	Remaining
    Term to
Maturity or ARD
(Mos.)	Amortization
    Term
(Original) (Mos.)	Amortization
    Term
(Remaining) (Mos.)	Cross
    Collateralized and
Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)
	1	MSMCH/WFB	Grand
    Canal Shoppes	NAP	NAP	120	119	IO	IO	NAP	L(25),D(90),O(5)	Both	0
	2	BANA	Waterford
    Lakes Town Center	NAP	NAP	120	117	360	357	NAP	L(27),D(86),O(7)	Fee	0
	3	WFB	350
    Bush Street	NAP	NAP	120	117	IO	IO	NAP	L(27),D(86),O(7)	Fee	10
	4	WFB	30
    Hudson Yards	NAP	NAP	120	119	IO	IO	NAP	L(25),GRTR
    1% or YM or D(90),O(5)	Fee	0
	5	MSMCH	University
    Square	NAP	NAP	120	119	360	360	NAP	L(25),D(90),O(5)	Fee	0
	6	WFB	Nova
    Place	NAP	NAP	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	5
	7	MSMCH	445
    South Street	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0
	8	BANA	Newport
    Beach Marriott Bayview	NAP	NAP	120	119	IO	IO	NAP	L(25),D(88),O(7)	Fee	5
	9	BANA	Moffett
    Towers - Buildings 3 & 4	6/6/2034	The
    Initial Note A Interest Rate plus the positive difference between (x) the Adjusted Blended Interest Rate and (y) the Initial
    Blended Interest Rate	120	119	IO	IO	NAP	L(24),GRTR
    1% or YM(1),GRTR 1% or YM or D(88),O(7)	Fee	0
	10	WFB	The
    Alhambra	NAP	NAP	120	117	IO	IO	NAP	L(27),D(89),O(4)	Fee	5
	11	MSMCH	One
    Financial Plaza	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0
	12	WFB	29
    West 35th Street	NAP	NAP	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	5
	13	BANA	Ford
    Factory	NAP	NAP	120	116	IO	IO	NAP	L(28),D(85),O(7)	Fee	5
	14	BANA	Marriott
    Downtown Orlando	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	15	WFB	450-460
    Park Avenue South	NAP	NAP	120	117	IO	IO	NAP	L(27),D(86),O(7)	Fee	0
	16	WFB	Fairway
    Center I	NAP	NAP	120	117	360	360	NAP	L(27),GRTR
    1% or YM or D(86),O(7)	Fee	0
	17	BANA	Mark
    Twain Village	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0
	18	MSMCH	Woodpark
    Shopping Center	NAP	NAP	120	119	360	360	NAP	L(23),GRTR
    1% or YM(92),O(5)	Fee	5
	19	MSMCH	Little
    Rock Logistics Center	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	20	MSMCH	Eleven
    Seventeen Perimeter	NAP	NAP	120	119	IO	IO	NAP	L(25),D(82),O(13)	Fee	0
	21	BANA	Hampton
    Inn & Suites Hershey	NAP	NAP	120	118	360	358	NAP	L(26),D(89),O(5)	Fee	5
	22	MSMCH	Polo
    Towne Crossing SC	NAP	NAP	120	119	360	360	NAP	L(23),GRTR
    1% or YM(87),O(10)	Fee	5
	23	BANA	420
    East 72nd Street Tenants Corp.	NAP	NAP	120	119	IO	IO	NAP	L(25),D(88),O(7)	Fee	5
	24	WFB	Division
    Place	NAP	NAP	120	119	360	359	NAP	L(25),GRTR
    1% or YM(88),O(7)	Fee	0
	25	MSMCH	Homewood
    Suites Fayetteville	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	15
	26	MSMCH	Brownsville
    Commercial Industrial Park	NAP	NAP	120	119	360	360	NAP	L(25),D(90),O(5)	Fee	0
	27	BANA	Courtyard
    Fayetteville Fort Bragg	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	28	WFB	Hampton
    Inn – Knightdale	NAP	NAP	120	118	360	358	NAP	L(26),D(90),O(4)	Fee	0
	29	MSMCH	167
    169 Canal Street	NAP	NAP	120	119	IO	IO	NAP	L(24),GRTR
    1% or YM(91),O(5)	Fee	5
	30	BANA	215
    East 58th St	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5
	31	WFB	Fillmore
    Crossing	NAP	NAP	120	117	360	360	NAP	L(27),GRTR
    1% or YM(89),O(4)	Fee	0
	32	WFB	Courage
    Drive	NAP	NAP	120	118	IO	IO	NAP	L(26),GRTR
    1% or YM or D(90),O(4)	Fee	5
	33	MSMCH	Landmark
    Woods & Basswood Apartments	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	5
	33.01	MSMCH	Landmark
    Woods Apartments	 	 	 	 	 	 	 	 	 	 
	33.02	MSMCH	Basswood
    Apartments	 	 	 	 	 	 	 	 	 	 
	34	NCB	Aero
    Owners, Inc.	NAP	NAP	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	35	WFB	Temple
    Terrace Plaza	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0
	36	MSMCH	Albertsons
    Baton Rouge	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	37	NCB	200
    Diplomat Drive Corporation	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	38	BANA	Glacier
    Village	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	5
	39	MSMCH	6440
    Grand Avenue	NAP	NAP	120	119	IO	IO	NAP	L(22),GRTR
    1% or YM(94),O(4)	Fee	0
	40	WFB	Cal
    Brazing HQ	NAP	NAP	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	0
	41	BANA	Mira
    Este Business Park	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5
	42	NCB	Coronet
    Owners, Inc.	NAP	NAP	120	119	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	43	NCB	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	NAP	NAP	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	44	NCB	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	45	NCB	Evergreen
    Owners, Inc.	NAP	NAP	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	46	NCB	333
    East Broadway Owners Corp.	NAP	NAP	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	47	MSMCH	Pacific
    Coast Plaza	NAP	NAP	120	119	IO	IO	NAP	L(25),GRTR
    1% or YM(91),O(4)	Fee	0
	48	BANA	Days
    Inn Sarasota	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	49	WFB	Citysquare
    Shopping Center	NAP	NAP	120	118	360	358	NAP	L(26),D(90),O(4)	Fee	0
	50	NCB	Spruce
    Tower Owners Corp.	NAP	NAP	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	51	NCB	Carriage
    Owners Corp.	NAP	NAP	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	52	BANA	DuPont
    Office Center	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5
	53	NCB	7210
    Owners Corp.	NAP	NAP	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	54	MSMCH	Sansing
    at Oxford Commons	NAP	NAP	120	119	360	360	NAP	L(25),D(90),O(5)	Fee	5
	55	NCB	45
    Kew Gardens Owners Inc.	NAP	NAP	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	56	NCB	Hawthorne
    Gardens Realty Corp.	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	57	NCB	Maple
    Court Apartments, Inc.	NAP	NAP	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	58	NCB	Capri
    Gardens Owners Corp.	NAP	NAP	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	59	MSMCH	Skylake
    Ranch Center	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	5
	60	NCB	44-14
    Newtown Road Apartment Corporation	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	61	WFB	CVS
    Portfolio - Ashtabula & Pageland	NAP	NAP	120	118	360	360	NAP	L(26),D(89),O(5)	Fee	0
	61.01	WFB	CVS
    - Ashtabula	 	 	 	 	 	 	 	 	 	 
	61.02	WFB	CVS
    - Pageland	 	 	 	 	 	 	 	 	 	 
	62	NCB	Claridge
    House Owners Corp.	NAP	NAP	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	63	NCB	11
    Wooleys Lane Housing Corporation	NAP	NAP	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	64	NCB	Dorian
    Owners Inc.	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	65	MSMCH	Oak
    Grove MHC	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	15
	66	NCB	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	67	MSMCH	Taft
    Church Station	NAP	NAP	120	119	360	359	NAP	L(25),D(90),O(5)	Fee	5
	68	WFB	Bank
    of America - Cary, NC	NAP	NAP	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	0
	69	NCB	Lynbrook
    44 Apartment Owners, Inc.	NAP	NAP	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	70	NCB	22
    North Forest Avenue Corp.	NAP	NAP	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	71	NCB	Westview
    Equities, Inc.	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	72	BANA	Culpeper
    MHC Portfolio	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	72.01	BANA	Bailey’s
    MHC	 	 	 	 	 	 	 	 	 	 
	72.02	BANA	Lakeside
    MHC	 	 	 	 	 	 	 	 	 	 
	73	NCB	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	NAP	NAP	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10


 


    	 	EXH. B-4	 



     


    

EXHIBIT B 


MORTGAGE LOAN SCHEDULE






 


BANK
2019-BNK19

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan
Number	Mortgage
    Loan Seller	Property
    Name	Engineering
    Escrow / Deferred
Maintenance ($)	Tax
    Escrow (Initial)	Monthly
    Tax Escrow ($)	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 ($)	Replacement
    Reserve
Escrow - Cash or LoC	Replacement
    Reserve
Escrow - LoC Counterparty
	1	MSMCH/WFB	Grand
    Canal Shoppes	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	386,928	NAP	NAP
	2	BANA	Waterford
    Lakes Town Center	0	339,161	169,580	Cash	NAP	0	0	NAP	NAP	0	11,521	500,000	Cash	NAP
	3	WFB	350
    Bush Street	0	409,996	205,001	Cash	NAP	69,579	23,192	Cash	NAP	0	0	0	NAP	NAP
	4	WFB	30
    Hudson Yards	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	5	MSMCH	University
    Square	55,108	78,438	39,219	Cash	NAP	8,477	0	Cash	NAP	0	6,030	0	Cash	NAP
	6	WFB	Nova
    Place	0	459,339	153,115	Cash	NAP	0	0	NAP	NAP	0	23,807	857,059	Cash	NAP
	7	MSMCH	445
    South Street	74,745	239,707	79,902	Cash	NAP	0	0	NAP	NAP	201,500	5,653	0	Cash	NAP
	8	BANA	Newport
    Beach Marriott Bayview	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	9	BANA	Moffett
    Towers - Buildings 3 & 4	0	525,523	87,587	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	10	WFB	The
    Alhambra	0	782,527	195,631	Cash	NAP	72,226	24,075	Cash	NAP	0	19,414	698,918	Cash	NAP
	11	MSMCH	One
    Financial Plaza	0	141,424	141,424	Cash	NAP	4,242	0	Cash	NAP	225,000	14,749	0	Cash	NAP
	12	WFB	29
    West 35th Street	110,000	0	0	NAP	NAP	0	0	NAP	NAP	0	1,579	75,000	Cash	NAP
	13	BANA	Ford
    Factory	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	14	BANA	Marriott
    Downtown Orlando	0	586,292	65,144	Cash	NAP	81,436	0	Cash	NAP	0	From
    8/1/2019 to 11/1/2023, 4% of underwritten revenue (currently $52,546.40). On each payment date thereafter 5% of underwritten
    revenue.	0	Cash	NAP
	15	WFB	450-460
    Park Avenue South	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	16	WFB	Fairway
    Center I	0	35,680	35,680	Cash	NAP	0	0	NAP	NAP	0	1,822	43,739	Cash	NAP
	17	BANA	Mark
    Twain Village	0	261,721	43,620	Cash	NAP	6,257	6,257	Cash	NAP	0	5,106	245,094	Cash	NAP
	18	MSMCH	Woodpark
    Shopping Center	107,626	259,126	37,018	Cash	NAP	0	0	NAP	NAP	200,000	1,962	94,164	Cash	NAP
	19	MSMCH	Little
    Rock Logistics Center	91,250	134,835	13,483	Cash	NAP	0	0	NAP	NAP	0	4,170	250,225	Cash	NAP
	20	MSMCH	Eleven
    Seventeen Perimeter	49,375	157,358	78,679	Cash	NAP	4,961	0	Cash	NAP	0	0	0	NAP	NAP
	21	BANA	Hampton
    Inn & Suites Hershey	11,875	0	13,042	Cash	NAP	3,142	3,142	Cash	NAP	0	0	0	NAP	NAP
	22	MSMCH	Polo
    Towne Crossing SC	0	397,418	56,774	Cash	NAP	0	0	NAP	NAP	0	1,175	0	Cash	NAP
	23	BANA	420
    East 72nd Street Tenants Corp.	54,600	218,157	218,157	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	24	WFB	Division
    Place	0	0	39,310	Cash	NAP	0	0	NAP	NAP	0	2,007	0	Cash	NAP
	25	MSMCH	Homewood
    Suites Fayetteville	70,000	94,374	7,864	Cash	NAP	1,214	1,214	Cash	NAP	0	0	0	NAP	NAP
	26	MSMCH	Brownsville
    Commercial Industrial Park	154,165	157,284	17,476	Cash	NAP	50,445	0	Cash	NAP	0	3,333	0	Cash	NAP
	27	BANA	Courtyard
    Fayetteville Fort Bragg	0	94,699	8,609	Cash	NAP	16,500	1,650	Cash	NAP	0	FF&E
    at 2% in years one and two, 3% in year 3, and 4% thereafter	0	Cash	NAP
	28	WFB	Hampton
    Inn – Knightdale	0	86,943	8,694	Cash	NAP	23,629	2,953	Cash	NAP	0	5,567	500,000	Cash	NAP
	29	MSMCH	167
    169 Canal Street	3,750	39,646	19,823	Cash	NAP	0	0	NAP	NAP	0	277	0	Cash	NAP
	30	BANA	215
    East 58th St	0	49,053	49,053	Cash	NAP	5,255	2,627	Cash	NAP	0	553	0	Cash	NAP
	31	WFB	Fillmore
    Crossing	0	4,800	2,400	Cash	NAP	3,103	3,103	Cash	NAP	0	4,725	0	Cash	NAP
	32	WFB	Courage
    Drive	0	36,009	12,003	Cash	NAP	0	0	NAP	NAP	0	900	21,600	Cash	NAP
	33	MSMCH	Landmark
    Woods & Basswood Apartments	29,000	111,697	15,957	Cash	NAP	0	0	NAP	NAP	0	3,333	0	Cash	NAP
	33.01	MSMCH	Landmark
    Woods Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	MSMCH	Basswood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	NCB	Aero
    Owners, Inc.	0	77,150	77,150	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	35	WFB	Temple
    Terrace Plaza	0	115,098	19,183	Cash	NAP	0	0	NAP	NAP	0	1,090	0	Cash	NAP
	36	MSMCH	Albertsons
    Baton Rouge	9,250	0	0	NAP	NAP	0	0	NAP	NAP	0	830	49,823	Cash	NAP
	37	NCB	200
    Diplomat Drive Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	38	BANA	Glacier
    Village	13,563	164,330	16,912	Cash	NAP	15,143	5,048	Cash	NAP	0	3,035	145,680	Cash	NAP
	39	MSMCH	6440
    Grand Avenue	0	0	5,437	Cash	NAP	1,500	500	Cash	NAP	0	195	0	Cash	NAP
	40	WFB	Cal
    Brazing HQ	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	41	BANA	Mira
    Este Business Park	0	14,645	2,929	Cash	NAP	1,557	779	Cash	NAP	225,000	0	225,000	Cash	NAP
	42	NCB	Coronet
    Owners, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	43	NCB	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	44	NCB	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	45	NCB	Evergreen
    Owners, Inc.	0	23,000	23,000	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	46	NCB	333
    East Broadway Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	47	MSMCH	Pacific
    Coast Plaza	0	11,530	3,843	Cash	NAP	0	0	NAP	NAP	0	625	0	Cash	NAP
	48	BANA	Days
    Inn Sarasota	1,250	49,312	5,479	Cash	NAP	16,439	5,480	Cash	NAP	0	7,359	0	Cash	NAP
	49	WFB	Citysquare
    Shopping Center	0	7,898	3,949	Cash	NAP	1,402	701	Cash	NAP	0	662	0	Cash	NAP
	50	NCB	Spruce
    Tower Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	51	NCB	Carriage
    Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	52	BANA	DuPont
    Office Center	81,173	45,497	11,374	Cash	NAP	2,819	1,409	Cash	NAP	50,000	1,056	0	Cash	NAP
	53	NCB	7210
    Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	54	MSMCH	Sansing
    at Oxford Commons	0	7,469	1,064	Cash	NAP	1,386	693	Cash	NAP	0	198	0	Cash	NAP
	55	NCB	45
    Kew Gardens Owners Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	56	NCB	Hawthorne
    Gardens Realty Corp.	0	73,500	16,750	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	57	NCB	Maple
    Court Apartments, Inc.	0	15,000	15,000	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	58	NCB	Capri
    Gardens Owners Corp.	0	47,606	23,803	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	59	MSMCH	Skylake
    Ranch Center	0	53,495	10,699	Cash	NAP	780	0	Cash	NAP	0	103	8,200	Cash	NAP
	60	NCB	44-14
    Newtown Road Apartment Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	61	WFB	CVS
    Portfolio - Ashtabula & Pageland	0	0	0	NAP	NAP	0	0	NAP	NAP	0	336	4,036	Cash	NAP
	61.01	WFB	CVS
    - Ashtabula	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61.02	WFB	CVS
    - Pageland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62	NCB	Claridge
    House Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	63	NCB	11
    Wooleys Lane Housing Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	64	NCB	Dorian
    Owners Inc.	0	32,494	16,247	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	65	MSMCH	Oak
    Grove MHC	0	6,743	613	Cash	NAP	0	0	NAP	NAP	5,136	446	0	Cash	NAP
	66	NCB	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	0	26,550	13,275	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	67	MSMCH	Taft
    Church Station	11,286	12,555	1,395	Cash	NAP	0	0	NAP	NAP	0	313	0	Cash	NAP
	68	WFB	Bank
    of America - Cary, NC	0	0	0	NAP	NAP	0	0	NAP	NAP	0	62	744	Cash	NAP
	69	NCB	Lynbrook
    44 Apartment Owners, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	70	NCB	22
    North Forest Avenue Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	71	NCB	Westview
    Equities, Inc.	0	31,815	5,145	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	72	BANA	Culpeper
    MHC Portfolio	0	1,752	219	Cash	NAP	3,555	323	Cash	NAP	0	271	0	Cash	NAP
	72.01	BANA	Bailey’s
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	72.02	BANA	Lakeside
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	73	NCB	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP


 


    	 	EXH. B-5	 



     


    

EXHIBIT B 


MORTGAGE LOAN SCHEDULE


 



BANK
2019-BNK19

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Upfront
    TI/LC Reserve ($)	Monthly
    TI/LC Reserve ($)	TI/LC
    Reserve Cap ($)	TI/LC
    Escrow - Cash or LoC	TI/LC
    Escrow - LoC Counterparty	Debt
    Service Escrow (Initial) ($)	Debt
    Service Escrow (Monthly) ($)	Debt
    Service Escrow - Cash or LoC	Debt
    Service Escrow - LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow I (Initial) ($)
	1	MSMCH/WFB	Grand
    Canal Shoppes	12,309,694	0	2,321,544	Cash	NAP	0	0	NAP	NAP	Ground
    Rent	0
	2	BANA	Waterford
    Lakes Town Center	5,000,000	57,605	7,500,000	Cash	NAP	0	0	NAP	NAP	Unfunded
    Obligations Reserve	1,485,464
	3	WFB	350
    Bush Street	0	0	0	NAP	NAP	0	0	NAP	NAP	Existing
    TI/LC Obligations Reserve ($6,651,482); Development Work Reserve ($153,188)	6,804,670
	4	WFB	30
    Hudson Yards	0	0	0	NAP	NAP	0	0	NAP	NAP	Contraction
    Space Funds Reserve	0
	5	MSMCH	University
    Square	0	45,223	1,000,000	Cash	NAP	0	0	NAP	NAP	Outstanding
    TI/LC Funds	4,158,980
	6	WFB	Nova
    Place	0	76,183	2,742,588	Cash	NAP	0	0	NAP	NAP	Existing
    TI/LC Reserve	1,587,057
	7	MSMCH	445
    South Street	0	40,034	950,000	Cash	NAP	0	0	NAP	NAP	Rent
    Concession Funds	71,148
	8	BANA	Newport
    Beach Marriott Bayview	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	9	BANA	Moffett
    Towers - Buildings 3 & 4	0	0	0	NAP	NAP	0	0	NAP	NAP	Outstanding
    TI/LC and Free Rent Reserve	39,293,262
	10	WFB	The
    Alhambra	0	77,658	4,000,000	Cash	NAP	0	0	NAP	NAP	Land
    Entitlement Contingency Reserve	6,000,000
	11	MSMCH	One
    Financial Plaza	5,000,000	77,729	2,000,000	Cash	NAP	0	0	NAP	NAP	Rent
    Abatement Reserve	1,726,928
	12	WFB	29
    West 35th Street	500,000	15,790	500,000	Cash	NAP	0	0	NAP	NAP	Rent
    Concession Reserve	779,675
	13	BANA	Ford
    Factory	6,565,530	0	0	Cash	NAP	0	0	NAP	NAP	NAP	0
	14	BANA	Marriott
    Downtown Orlando	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	15	WFB	450-460
    Park Avenue South	0	0	0	NAP	NAP	0	0	NAP	NAP	Rent
    Concession Reserve	2,438,878
	16	WFB	Fairway
    Center I	0	17,010	408,234	Cash	NAP	0	0	NAP	NAP	Rent
    Concession Reserve	585,453
	17	BANA	Mark
    Twain Village	500,000	17,200	500,000	Cash	NAP	0	0	NAP	NAP	First
    to Finish Reserve Fund	50,000
	18	MSMCH	Woodpark
    Shopping Center	0	12,424	596,372	Cash	NAP	0	0	NAP	NAP	NAP	0
	19	MSMCH	Little
    Rock Logistics Center	0	8,341	300,270	Cash	NAP	0	0	NAP	NAP	NAP	0
	20	MSMCH	Eleven
    Seventeen Perimeter	2,500,000	81,818	1,000,000	Cash	NAP	0	0	NAP	NAP	Existing
    TI/LC Reserve	1,786,163
	21	BANA	Hampton
    Inn & Suites Hershey	0	0	0	NAP	NAP	0	0	NAP	NAP	PIP
    Reserve	500,000
	22	MSMCH	Polo
    Towne Crossing SC	0	8,333	400,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	23	BANA	420
    East 72nd Street Tenants Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	24	WFB	Division
    Place	0	7,526	270,939	Cash	NAP	0	0	NAP	NAP	Key
    Tenant Springing Reserve	0
	25	MSMCH	Homewood
    Suites Fayetteville	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	26	MSMCH	Brownsville
    Commercial Industrial Park	0	6,667	200,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	27	BANA	Courtyard
    Fayetteville Fort Bragg	0	0	0	NAP	NAP	0	0	NAP	NAP	PIP
    Reserve	0
	28	WFB	Hampton
    Inn – Knightdale	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	29	MSMCH	167
    169 Canal Street	0	3,538	204,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	30	BANA	215
    East 58th St	0	5,528	265,320	Cash	NAP	0	0	NAP	NAP	NAP	0
	31	WFB	Fillmore
    Crossing	0	0	0	NAP	NAP	0	0	NAP	NAP	Designated
    Replacement Reserve	683,000
	32	WFB	Courage
    Drive	80,000	3,600	80,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	33	MSMCH	Landmark
    Woods & Basswood Apartments	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	33.01	MSMCH	Landmark
    Woods Apartments	 	 	 	 	 	 	 	 	 	 	 
	33.02	MSMCH	Basswood
    Apartments	 	 	 	 	 	 	 	 	 	 	 
	34	NCB	Aero
    Owners, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	35	WFB	Temple
    Terrace Plaza	60,000	5,811	209,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	36	MSMCH	Albertsons
    Baton Rouge	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	37	NCB	200
    Diplomat Drive Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	38	BANA	Glacier
    Village	0	4,167	200,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	39	MSMCH	6440
    Grand Avenue	0	1,297	46,692	Cash	NAP	0	0	NAP	NAP	NAP	0
	40	WFB	Cal
    Brazing HQ	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	41	BANA	Mira
    Este Business Park	150,000	0	150,000	Cash	NAP	0	0	NAP	NAP	Future
    TILC/Replacement Reserves	150,000
	42	NCB	Coronet
    Owners, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	43	NCB	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	44	NCB	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	45	NCB	Evergreen
    Owners, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	Collateral
    Security Agreement for Capital Improvements	500,000
	46	NCB	333
    East Broadway Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	47	MSMCH	Pacific
    Coast Plaza	0	0	150,000	NAP	NAP	0	0	NAP	NAP	NAP	0
	48	BANA	Days
    Inn Sarasota	0	0	0	NAP	NAP	0	0	NAP	NAP	PIP
    Reserve	76,927
	49	WFB	Citysquare
    Shopping Center	0	2,206	0	Cash	NAP	0	0	NAP	NAP	NAP	0
	50	NCB	Spruce
    Tower Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	51	NCB	Carriage
    Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	52	BANA	DuPont
    Office Center	50,000	3,958	0	Cash	NAP	0	0	NAP	NAP	NAP	0
	53	NCB	7210
    Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	54	MSMCH	Sansing
    at Oxford Commons	0	992	35,710	Cash	NAP	0	0	NAP	NAP	NAP	0
	55	NCB	45
    Kew Gardens Owners Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	Collateral
    Security Agreement for Environmental Items	150,000
	56	NCB	Hawthorne
    Gardens Realty Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	57	NCB	Maple
    Court Apartments, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	Collateral
    Security Agreement for Capital Improvements	500,000
	58	NCB	Capri
    Gardens Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	59	MSMCH	Skylake
    Ranch Center	0	1,025	49,200	Cash	NAP	0	0	NAP	NAP	Kantor
    Free Rent Reserve	10,834
	60	NCB	44-14
    Newtown Road Apartment Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	Collateral
    Security Agreement for Capital Improvements	1,000,000
	61	WFB	CVS
    Portfolio - Ashtabula & Pageland	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	61.01	WFB	CVS
    - Ashtabula	 	 	 	 	 	 	 	 	 	 	 
	61.02	WFB	CVS
    - Pageland	 	 	 	 	 	 	 	 	 	 	 
	62	NCB	Claridge
    House Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	63	NCB	11
    Wooleys Lane Housing Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	64	NCB	Dorian
    Owners Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	65	MSMCH	Oak
    Grove MHC	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	66	NCB	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	67	MSMCH	Taft
    Church Station	0	1,558	93,500	Cash	NAP	0	0	NAP	NAP	NAP	0
	68	WFB	Bank
    of America - Cary, NC	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	69	NCB	Lynbrook
    44 Apartment Owners, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	70	NCB	22
    North Forest Avenue Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	71	NCB	Westview
    Equities, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	72	BANA	Culpeper
    MHC Portfolio	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	72.01	BANA	Bailey’s
    MHC	 	 	 	 	 	 	 	 	 	 	 
	72.02	BANA	Lakeside
    MHC	 	 	 	 	 	 	 	 	 	 	 
	73	NCB	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0


 


    	 	EXH. B-6	 



     


    

EXHIBIT B 


MORTGAGE LOAN SCHEDULE



 


BANK
2019-BNK19

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow I (Monthly) ($)(11)(16)	Other
    Escrow I Cap ($)	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	MSMCH/WFB	Grand
    Canal Shoppes	0	0	NAP	NAP	Gap
    Rent	1,218,246	0	0
	2	BANA	Waterford
    Lakes Town Center	0	0	Cash	NAP	Regal
    Holdback Reserve	22,500,000	0	0
	3	WFB	350
    Bush Street	0	0	Cash	NAP	Publicis
    Letter of Credit ($4,672,000); Atlassian Letter of Credit ($810,784)	5,482,784	0	0
	4	WFB	30
    Hudson Yards	0	0	NAP	NAP	Condominium
    Reserve	0	0	0
	5	MSMCH	University
    Square	0	0	Cash	NAP	NAP	0	0	0
	6	WFB	Nova
    Place	0	0	Cash	NAP	Closing
    Date Leasing Reserve	4,000,000	0	0
	7	MSMCH	445
    South Street	0	0	Cash	NAP	NAP	0	0	0
	8	BANA	Newport
    Beach Marriott Bayview	0	0	NAP	NAP	NAP	0	0	0
	9	BANA	Moffett
    Towers - Buildings 3 & 4	0	0	Cash	NAP	Lease
    Sweep Reserve	0	0	21,037,980
	10	WFB	The
    Alhambra	0	0	Cash	NAP	Rent
    Concession Reserve ($2,231,180.75); Existing TI/LC Obligations Reserve ($9,668,623.85)	11,899,805	0	0
	11	MSMCH	One
    Financial Plaza	0	0	Cash	NAP	Outstanding
    TI/LC Reserve	1,112,904	0	0
	12	WFB	29
    West 35th Street	0	0	Cash	NAP	NAP	0	0	0
	13	BANA	Ford
    Factory	0	0	NAP	NAP	NAP	0	0	0
	14	BANA	Marriott
    Downtown Orlando	0	0	NAP	NAP	NAP	0	0	0
	15	WFB	450-460
    Park Avenue South	0	0	Cash	NAP	Existing
    TI/LC Obligations Reserve	4,509,708	0	0
	16	WFB	Fairway
    Center I	0	0	Cash	NAP	NAP	0	0	0
	17	BANA	Mark
    Twain Village	0	0	Cash	NAP	Outstanding
    TI Reserve Fund	50,000	0	0
	18	MSMCH	Woodpark
    Shopping Center	0	0	NAP	NAP	NAP	0	0	0
	19	MSMCH	Little
    Rock Logistics Center	0	0	NAP	NAP	NAP	0	0	0
	20	MSMCH	Eleven
    Seventeen Perimeter	0	0	Cash	NAP	Rent
    Concession Reserve ($386,644.47); Gap Rent Reserve ($37,329.83)	423,974	0	0
	21	BANA	Hampton
    Inn & Suites Hershey	0	0	Cash	NAP	NAP	0	0	0
	22	MSMCH	Polo
    Towne Crossing SC	0	0	NAP	NAP	NAP	0	0	0
	23	BANA	420
    East 72nd Street Tenants Corp.	0	0	NAP	NAP	NAP	0	0	0
	24	WFB	Division
    Place	0	0	NAP	NAP	Existing
    TI/LC Obligations Reserve	3,000	0	0
	25	MSMCH	Homewood
    Suites Fayetteville	0	0	NAP	NAP	NAP	0	0	0
	26	MSMCH	Brownsville
    Commercial Industrial Park	0	0	NAP	NAP	NAP	0	0	0
	27	BANA	Courtyard
    Fayetteville Fort Bragg	0	0	NAP	NAP	NAP	0	0	0
	28	WFB	Hampton
    Inn – Knightdale	0	0	NAP	NAP	NAP	0	0	0
	29	MSMCH	167
    169 Canal Street	0	0	NAP	NAP	NAP	0	0	0
	30	BANA	215
    East 58th St	0	0	NAP	NAP	NAP	0	0	0
	31	WFB	Fillmore
    Crossing	0	0	Cash	NAP	NAP	0	0	0
	32	WFB	Courage
    Drive	0	0	NAP	NAP	NAP	0	0	0
	33	MSMCH	Landmark
    Woods & Basswood Apartments	0	0	NAP	NAP	NAP	0	0	0
	33.01	MSMCH	Landmark
    Woods Apartments	 	 	 	 	 	 	 	 
	33.02	MSMCH	Basswood
    Apartments	 	 	 	 	 	 	 	 
	34	NCB	Aero
    Owners, Inc.	0	0	NAP	NAP	NAP	0	0	0
	35	WFB	Temple
    Terrace Plaza	0	0	NAP	NAP	NAP	0	0	0
	36	MSMCH	Albertsons
    Baton Rouge	0	0	NAP	NAP	NAP	0	0	0
	37	NCB	200
    Diplomat Drive Corporation	0	0	NAP	NAP	NAP	0	0	0
	38	BANA	Glacier
    Village	0	0	NAP	NAP	NAP	0	0	0
	39	MSMCH	6440
    Grand Avenue	0	0	NAP	NAP	NAP	0	0	0
	40	WFB	Cal
    Brazing HQ	0	0	NAP	NAP	NAP	0	0	0
	41	BANA	Mira
    Este Business Park	0	0	Cash	NAP	NAP	0	0	0
	42	NCB	Coronet
    Owners, Inc.	0	0	NAP	NAP	NAP	0	0	0
	43	NCB	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	0	0	NAP	NAP	NAP	0	0	0
	44	NCB	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	0	0	NAP	NAP	NAP	0	0	0
	45	NCB	Evergreen
    Owners, Inc.	0	0	Cash	NAP	NAP	0	0	0
	46	NCB	333
    East Broadway Owners Corp.	0	0	NAP	NAP	NAP	0	0	0
	47	MSMCH	Pacific
    Coast Plaza	0	0	NAP	NAP	NAP	0	0	0
	48	BANA	Days
    Inn Sarasota	0	0	Cash	NAP	NAP	0	0	0
	49	WFB	Citysquare
    Shopping Center	0	0	NAP	NAP	NAP	0	0	0
	50	NCB	Spruce
    Tower Owners Corp.	0	0	NAP	NAP	NAP	0	0	0
	51	NCB	Carriage
    Owners Corp.	0	0	NAP	NAP	NAP	0	0	0
	52	BANA	DuPont
    Office Center	0	0	NAP	NAP	NAP	0	0	0
	53	NCB	7210
    Owners Corp.	0	0	NAP	NAP	NAP	0	0	0
	54	MSMCH	Sansing
    at Oxford Commons	0	0	NAP	NAP	NAP	0	0	0
	55	NCB	45
    Kew Gardens Owners Inc.	0	0	Cash	NAP	NAP	0	0	0
	56	NCB	Hawthorne
    Gardens Realty Corp.	0	0	NAP	NAP	NAP	0	0	0
	57	NCB	Maple
    Court Apartments, Inc.	0	0	Cash	NAP	Collateral
    Security Agreement for Environmental Items	22,500	0	0
	58	NCB	Capri
    Gardens Owners Corp.	0	0	NAP	NAP	NAP	0	0	0
	59	MSMCH	Skylake
    Ranch Center	0	0	Cash	NAP	NAP	0	0	0
	60	NCB	44-14
    Newtown Road Apartment Corporation	0	0	Cash	NAP	NAP	0	0	0
	61	WFB	CVS
    Portfolio - Ashtabula & Pageland	0	0	NAP	NAP	NAP	0	0	0
	61.01	WFB	CVS
    - Ashtabula	 	 	 	 	 	 	 	 
	61.02	WFB	CVS
    - Pageland	 	 	 	 	 	 	 	 
	62	NCB	Claridge
    House Owners Corp.	0	0	NAP	NAP	NAP	0	0	0
	63	NCB	11
    Wooleys Lane Housing Corporation	0	0	NAP	NAP	NAP	0	0	0
	64	NCB	Dorian
    Owners Inc.	0	0	NAP	NAP	NAP	0	0	0
	65	MSMCH	Oak
    Grove MHC	0	0	NAP	NAP	NAP	0	0	0
	66	NCB	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	0	0	NAP	NAP	NAP	0	0	0
	67	MSMCH	Taft
    Church Station	0	0	NAP	NAP	NAP	0	0	0
	68	WFB	Bank
    of America - Cary, NC	0	0	NAP	NAP	NAP	0	0	0
	69	NCB	Lynbrook
    44 Apartment Owners, Inc.	0	0	NAP	NAP	NAP	0	0	0
	70	NCB	22
    North Forest Avenue Corp.	0	0	NAP	NAP	NAP	0	0	0
	71	NCB	Westview
    Equities, Inc.	0	0	NAP	NAP	NAP	0	0	0
	72	BANA	Culpeper
    MHC Portfolio	0	0	NAP	NAP	NAP	0	0	0
	72.01	BANA	Bailey’s
    MHC	 	 	 	 	 	 	 	 
	72.02	BANA	Lakeside
    MHC	 	 	 	 	 	 	 	 
	73	NCB	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	0	0	NAP	NAP	NAP	0	0	0


 


    	 	EXH. B-7	 



     


    

EXHIBIT B 


MORTGAGE LOAN SCHEDULE


 



BANK
2019-BNK19

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback(7)	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox
	1	MSMCH/WFB	Grand
    Canal Shoppes	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	2	BANA	Waterford
    Lakes Town Center	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	3	WFB	350
    Bush Street	LoC	Credit
    Industriel et Commercial (Publicis Letter of Credit); Bank of America, N.A. (Atlassian Letter of Credit)	NAP	N	 	Hard/Upfront
    Cash Management
	4	WFB	30
    Hudson Yards	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	5	MSMCH	University
    Square	NAP	NAP	NAP	N	 	Springing
	6	WFB	Nova
    Place	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	7	MSMCH	445
    South Street	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	8	BANA	Newport
    Beach Marriott Bayview	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management
	9	BANA	Moffett
    Towers - Buildings 3 & 4	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management
	10	WFB	The
    Alhambra	Cash	NAP	NAP	N	 	Hard/Upfront
    Cash Management
	11	MSMCH	One
    Financial Plaza	Cash	NAP	NAP	N	 	Springing
	12	WFB	29
    West 35th Street	NAP	NAP	NAP	N	 	Springing
	13	BANA	Ford
    Factory	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	14	BANA	Marriott
    Downtown Orlando	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	15	WFB	450-460
    Park Avenue South	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	16	WFB	Fairway
    Center I	NAP	NAP	NAP	N	 	Springing
	17	BANA	Mark
    Twain Village	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	18	MSMCH	Woodpark
    Shopping Center	NAP	NAP	NAP	N	 	Springing
	19	MSMCH	Little
    Rock Logistics Center	NAP	NAP	NAP	N	 	Springing
	20	MSMCH	Eleven
    Seventeen Perimeter	Cash	NAP	NAP	N	 	Springing
	21	BANA	Hampton
    Inn & Suites Hershey	NAP	NAP	NAP	N	 	Springing
	22	MSMCH	Polo
    Towne Crossing SC	NAP	NAP	NAP	N	 	Springing
	23	BANA	420
    East 72nd Street Tenants Corp.	NAP	NAP	NAP	N	 	None
	24	WFB	Division
    Place	Cash	NAP	250,000
    	N	 	None
	25	MSMCH	Homewood
    Suites Fayetteville	NAP	NAP	NAP	N	 	Springing
	26	MSMCH	Brownsville
    Commercial Industrial Park	NAP	NAP	NAP	N	 	Springing
	27	BANA	Courtyard
    Fayetteville Fort Bragg	NAP	NAP	NAP	N	 	Springing
	28	WFB	Hampton
    Inn – Knightdale	NAP	NAP	NAP	N	 	Springing
	29	MSMCH	167
    169 Canal Street	NAP	NAP	NAP	N	 	Springing
	30	BANA	215
    East 58th St	NAP	NAP	NAP	N	 	Springing
	31	WFB	Fillmore
    Crossing	NAP	NAP	NAP	N	 	Springing
	32	WFB	Courage
    Drive	NAP	NAP	630,000
    	N	 	None
	33	MSMCH	Landmark
    Woods & Basswood Apartments	NAP	NAP	NAP	N	 	Springing
	33.01	MSMCH	Landmark
    Woods Apartments	 	 	 	 	 	 
	33.02	MSMCH	Basswood
    Apartments	 	 	 	 	 	 
	34	NCB	Aero
    Owners, Inc.	NAP	NAP	NAP	N	 	None
	35	WFB	Temple
    Terrace Plaza	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	36	MSMCH	Albertsons
    Baton Rouge	NAP	NAP	NAP	N	 	Springing
	37	NCB	200
    Diplomat Drive Corporation	NAP	NAP	NAP	N	 	None
	38	BANA	Glacier
    Village	NAP	NAP	NAP	N	 	Springing
	39	MSMCH	6440
    Grand Avenue	NAP	NAP	NAP	N	 	Springing
	40	WFB	Cal
    Brazing HQ	NAP	NAP	NAP	N	 	Springing
	41	BANA	Mira
    Este Business Park	NAP	NAP	NAP	N	 	Springing
	42	NCB	Coronet
    Owners, Inc.	NAP	NAP	NAP	N	 	None
	43	NCB	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	NAP	NAP	NAP	N	 	None
	44	NCB	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	NAP	NAP	NAP	N	 	None
	45	NCB	Evergreen
    Owners, Inc.	NAP	NAP	NAP	N	 	None
	46	NCB	333
    East Broadway Owners Corp.	NAP	NAP	NAP	N	 	None
	47	MSMCH	Pacific
    Coast Plaza	NAP	NAP	NAP	N	 	Springing
	48	BANA	Days
    Inn Sarasota	NAP	NAP	NAP	N	 	Springing
	49	WFB	Citysquare
    Shopping Center	NAP	NAP	NAP	N	 	Springing
	50	NCB	Spruce
    Tower Owners Corp.	NAP	NAP	NAP	N	 	None
	51	NCB	Carriage
    Owners Corp.	NAP	NAP	NAP	N	 	None
	52	BANA	DuPont
    Office Center	NAP	NAP	NAP	N	 	Springing
	53	NCB	7210
    Owners Corp.	NAP	NAP	NAP	N	 	None
	54	MSMCH	Sansing
    at Oxford Commons	NAP	NAP	NAP	N	 	Springing
	55	NCB	45
    Kew Gardens Owners Inc.	NAP	NAP	NAP	N	 	None
	56	NCB	Hawthorne
    Gardens Realty Corp.	NAP	NAP	NAP	N	 	None
	57	NCB	Maple
    Court Apartments, Inc.	Cash	NAP	NAP	N	 	None
	58	NCB	Capri
    Gardens Owners Corp.	NAP	NAP	NAP	N	 	None
	59	MSMCH	Skylake
    Ranch Center	NAP	NAP	NAP	N	 	Springing
	60	NCB	44-14
    Newtown Road Apartment Corporation	NAP	NAP	NAP	N	 	None
	61	WFB	CVS
    Portfolio - Ashtabula & Pageland	NAP	NAP	NAP	N	 	Springing
	61.01	WFB	CVS
    - Ashtabula	 	 	 	 	 	 
	61.02	WFB	CVS
    - Pageland	 	 	 	 	 	 
	62	NCB	Claridge
    House Owners Corp.	NAP	NAP	NAP	N	 	None
	63	NCB	11
    Wooleys Lane Housing Corporation	NAP	NAP	NAP	N	 	None
	64	NCB	Dorian
    Owners Inc.	NAP	NAP	NAP	N	 	None
	65	MSMCH	Oak
    Grove MHC	NAP	NAP	NAP	N	 	Springing
	66	NCB	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	NAP	NAP	NAP	N	 	None
	67	MSMCH	Taft
    Church Station	NAP	NAP	NAP	N	 	Springing
	68	WFB	Bank
    of America - Cary, NC	NAP	NAP	NAP	N	 	Springing
	69	NCB	Lynbrook
    44 Apartment Owners, Inc.	NAP	NAP	NAP	N	 	None
	70	NCB	22
    North Forest Avenue Corp.	NAP	NAP	NAP	N	 	None
	71	NCB	Westview
    Equities, Inc.	NAP	NAP	NAP	N	 	None
	72	BANA	Culpeper
    MHC Portfolio	NAP	NAP	NAP	N	 	Springing
	72.01	BANA	Bailey’s
    MHC	 	 	 	 	 	 
	72.02	BANA	Lakeside
    MHC	 	 	 	 	 	 
	73	NCB	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	NAP	NAP	NAP	N	 	None


 


    	 	EXH. B-8	 



     


    

EXHIBIT B 


MORTGAGE LOAN SCHEDULE



 


BANK
2019-BNK19

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Borrower
    Name	Sponsor
    Name	Master
    Servicing

    Fee Rate
	1	MSMCH/WFB	Grand
    Canal Shoppes	Grand
    Canal Shops II, LLC; The Shoppes at the Palazzo, LLC	Brookfield
    Properties REIT Inc.; Nuveen Real Estate	0.00250%
	2	BANA	Waterford
    Lakes Town Center	Waterford
    Lakes Town Center LLC	Washington
    Prime Group, L.P.	0.00250%
	3	WFB	350
    Bush Street	350
    Bush Street Owner LLC	Gemdale
    USA Corporation; Vision Real Estate Development, Inc.	0.00250%
	4	WFB	30
    Hudson Yards	30
    HY WM Unit Owner LP	30
    HY WM REIT Owner LP	0.00250%
	5	MSMCH	University
    Square	PrincetonAV
    Owner LLC; Mendy Princeton LLC; Heshie Princeton LLC; Mordechai Princeton LLC	Andrew
    Penson	0.01500%
	6	WFB	Nova
    Place	Faros
    ACA RE LLC; ACA Tower One Unit 4 LLC; ACA Tower Two Unit 5 LLC; ACA Garage Unit 6 LLC; ACA Unit 7 LLC	Jeremy
    Leventhal; Alexander Leventhal; Elliot Gould	0.00250%
	7	MSMCH	445
    South Street	Morristown
    Southgate LLC	Strategic
    Real Estate, LLC	0.00500%
	8	BANA	Newport
    Beach Marriott Bayview	CHC
    Bayview Owner, LLC	Jon
    D. Kline	0.00500%
	9	BANA	Moffett
    Towers - Buildings 3 & 4	MT2
    B3-4 LLC	The
    Jay Paul Company	0.00250%
	10	WFB	The
    Alhambra	ELITE-TRC
    Alhambra Community LLC	RM
    Properties, LLC; Future Land International LLC; Wayne Ratkovich	0.00250%
	11	MSMCH	One
    Financial Plaza	LS
    Gold, LLC	Alan
    Lazowski; Shelbourne Global Solutions, LLC	0.00500%
	12	WFB	29
    West 35th Street	American
    Equities LLC; United Group LLC	Shapour
    (Paul) Sohayegh; Roni Movahedian	0.00500%
	13	BANA	Ford
    Factory	AI
    FFOZ Owner LLC	Access
    Industries	0.00250%
	14	BANA	Marriott
    Downtown Orlando	AFP
    109 Corp.; HJA 109, LLC	United
    Capital Corp.	0.00500%
	15	WFB	450-460
    Park Avenue South	460
    Park Avenue South Associates LLC	Joseph
    Moinian; Jacob Orfali; David Adelipour	0.00250%
	16	WFB	Fairway
    Center I	Fairway
    Center LLC	David
    B. Dollinger	0.00500%
	17	BANA	Mark
    Twain Village	Mark
    Twain Village LLC; Mark Twain Village TIC 2 LLC; Mark Twain Village TIC 3 LLC; Mark Twain Village TIC 4 LLC	Christopher
    Palermo, Anthony Grosso	0.00500%
	18	MSMCH	Woodpark
    Shopping Center	Woodpark
    SC LLC	Unilev
    Capital Corp.	0.00500%
	19	MSMCH	Little
    Rock Logistics Center	Glen
    Una Holdings, Little Rock, LLC	Glen
    Una Management Company, Inc.	0.00500%
	20	MSMCH	Eleven
    Seventeen Perimeter	1117
    Sandy Springs, LLC	In
    Shik Hong	0.00250%
	21	BANA	Hampton
    Inn & Suites Hershey	IHM
    Hershey LLC	Montu
    Patel	0.00500%
	22	MSMCH	Polo
    Towne Crossing SC	Polo
    Towne Crossing, Plano TX, LLC	US
    Property Trust South America LLC	0.00500%
	23	BANA	420
    East 72nd Street Tenants Corp.	420
    East 72nd Street Tenants Corp.	NAP	0.00500%
	24	WFB	Division
    Place	DLH
    Core St. Cloud, LLC	Adam
    Firsel; Adam Firsel Revocable Trust	0.03500%
	25	MSMCH	Homewood
    Suites Fayetteville	Legend
    Hospitality One, LLC	Shamin
    Hotels	0.00500%
	26	MSMCH	Brownsville
    Commercial Industrial Park	PV
    Nafta, LLC	PacVentures,
    Inc.	0.00500%
	27	BANA	Courtyard
    Fayetteville Fort Bragg	Trinity
    Development & Management, LLC	Trinity
    Hospitality	0.00500%
	28	WFB	Hampton
    Inn – Knightdale	Knightdale
    Ventures, LLC	Oscar
    N. Harris; John M. Sandlin	0.00500%
	29	MSMCH	167
    169 Canal Street	169
    Canal Street LLC	Greg
    Dadourian	0.00500%
	30	BANA	215
    East 58th St	Torri
    Associates	Maria
    Luisa Garzoni	0.00500%
	31	WFB	Fillmore
    Crossing	Fillmore
    Partners, LLC	Alexander
    May; Sarah May; Sven Dienst; Rebecca Dienst; Kevin Lee	0.00500%
	32	WFB	Courage
    Drive	Courage
    Drive 1, LP	Michael
    C. Jaeger; Robert A. McHugh, III	0.00500%
	33	MSMCH	Landmark
    Woods & Basswood Apartments	SM-Basswood,
    LLC; SM-Landmark, LLC	SMG;
    SIP	0.00500%
	33.01	MSMCH	Landmark
    Woods Apartments	 	 	 
	33.02	MSMCH	Basswood
    Apartments	 	 	 
	34	NCB	Aero
    Owners, Inc.	Aero
    Owners, Inc.	NAP	0.08000%
	35	WFB	Temple
    Terrace Plaza	ECA
    Buligo Temple Terrace Partners, LP	Elliot
    Sasson; Christopher Wild	0.00500%
	36	MSMCH	Albertsons
    Baton Rouge	9650
    Airline Hwy, Baton Rouge, LLC; 9650 Airline Hwy #2, Baton Rouge, LLC	Glen
    Una Management	0.00500%
	37	NCB	200
    Diplomat Drive Corporation	200
    Diplomat Drive Corporation	NAP	0.08000%
	38	BANA	Glacier
    Village	Tower
    Legacy I LLC	Alaska
    Legacy Partners LLC	0.05250%
	39	MSMCH	6440
    Grand Avenue	Gurnee
    Holdings, LLC	Tiffany
    Earl Williams	0.00500%
	40	WFB	Cal
    Brazing HQ	FM
    MCEFS Newark LLC; FM Newark LLC	Franklin
    B. Mandel	0.03500%
	41	BANA	Mira
    Este Business Park	Pacific
    Mira Este SPE LLC	Lily
    Hsue; Peter Sun; Lily Hsue Irrevocable Living Trust	0.00500%
	42	NCB	Coronet
    Owners, Inc.	Coronet
    Owners, Inc.	NAP	0.08000%
	43	NCB	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	Columbus
    Park Owners, Inc. a/k/a Columbus-Park Corporation	NAP	0.08000%
	44	NCB	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	83-33
    Gardens Corp. a/k/a 83-33 Austin Corp.	NAP	0.08000%
	45	NCB	Evergreen
    Owners, Inc.	Evergreen
    Owners, Inc.	NAP	0.08000%
	46	NCB	333
    East Broadway Owners Corp.	333
    East Broadway Owners Corp.	NAP	0.08000%
	47	MSMCH	Pacific
    Coast Plaza	Mahalah
    PCP Pad B, LLC; Mahalah PCP Pad C, LLC; Mahalah PCP Pad D, LLC	Benjamin
    W. White	0.00500%
	48	BANA	Days
    Inn Sarasota	Gita
    Dinesh LLC.	Arvind
    Viradia; Minesh Patel	0.00500%
	49	WFB	Citysquare
    Shopping Center	CSQ
    W Anchor LP	Ali
    Salass	0.04500%
	50	NCB	Spruce
    Tower Owners Corp.	Spruce
    Tower Owners Corp.	Rush
    Properties, Inc.	0.08000%
	51	NCB	Carriage
    Owners Corp.	Carriage
    Owners Corp.	Rush
    Properties, Inc.	0.08000%
	52	BANA	DuPont
    Office Center	MG
    Harmony Farms LLC	Rajinder
    S. Mahil; Parveen Mahil	0.00500%
	53	NCB	7210
    Owners Corp.	7210
    Owners Corp.	NAP	0.08000%
	54	MSMCH	Sansing
    at Oxford Commons	The
    Sansing Oxford Commons Retail I, LLC	H.
    Blake Tartt, III	0.04250%
	55	NCB	45
    Kew Gardens Owners Inc.	45
    Kew Gardens Owners Inc.	NAP	0.08000%
	56	NCB	Hawthorne
    Gardens Realty Corp.	Hawthorne
    Gardens Realty Corp.	NAP	0.08000%
	57	NCB	Maple
    Court Apartments, Inc.	Maple
    Court Apartments, Inc.	NAP	0.08000%
	58	NCB	Capri
    Gardens Owners Corp.	Capri
    Gardens Owners Corp.	NAP	0.08000%
	59	MSMCH	Skylake
    Ranch Center	JNY
    Property LLC	Jeong
    Suk Choi; Yeol Choi	0.00500%
	60	NCB	44-14
    Newtown Road Apartment Corporation	44-14
    Newtown Road Apartment Corporation	NAP	0.08000%
	61	WFB	CVS
    Portfolio - Ashtabula & Pageland	WEC
    98H-14 LLC; SCP 2001A-CSF-74 LLC	Arthur
    B. Birtcher; Ronald E. Birtcher; Robert M. Anderson; The Arthur B. Birtcher Revocable Trust; The Ronald E. Birtcher Separate
    Property Trust; The Anderson Family Trust	0.00500%
	61.01	WFB	CVS
    - Ashtabula	 	 	 
	61.02	WFB	CVS
    - Pageland	 	 	 
	62	NCB	Claridge
    House Owners Corp.	Claridge
    House Owners Corp.	Rush
    Properties, Inc.	0.08000%
	63	NCB	11
    Wooleys Lane Housing Corporation	11
    Wooleys Lane Housing Corporation	NAP	0.08000%
	64	NCB	Dorian
    Owners Inc.	Dorian
    Owners Inc.	NAP	0.08000%
	65	MSMCH	Oak
    Grove MHC	SRP
    Gaston I, LLC	Karl
    Ebert; Christopher K. Ebert	0.13850%
	66	NCB	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	The
    Ridge Owners, Corp. A/K/A The Ridge Owners Corp.	Rush
    Properties, Inc.	0.08000%
	67	MSMCH	Taft
    Church Station	Taft
    Church, LLC	Greg
    Cervenka	0.00500%
	68	WFB	Bank
    of America - Cary, NC	7109
    O’Kelly Chapel Road Realty LLC	Dimitrios
    Kaloidis	0.08250%
	69	NCB	Lynbrook
    44 Apartment Owners, Inc.	Lynbrook
    44 Apartment Owners, Inc.	NAP	0.08000%
	70	NCB	22
    North Forest Avenue Corp.	22
    North Forest Avenue Corp.	Rush
    Properties, Inc.	0.08000%
	71	NCB	Westview
    Equities, Inc.	Westview
    Equities, Inc.	NAP	0.08000%
	72	BANA	Culpeper
    MHC Portfolio	Culpeper
    MHC LLC	Foundry
    Companies	0.00500%
	72.01	BANA	Bailey’s
    MHC	 	 	 
	72.02	BANA	Lakeside
    MHC	 	 	 
	73	NCB	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	171
    Duane Street Owners Corp. (F/K/A U.S. Ethnological Research Group LTD. A/K/A United States Ethnilogical Research Group, LTD.)	NAP	0.08000%


 


    	 	EXH. B-9	 



     


    



 




 


EXHIBIT
C



FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) – BANK 2019-BNK19


 [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 BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as General Master Servicer, LNR Partners, 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, on behalf of the holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 in connection
with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (the “Certificates”).
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1), (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) –

BANK 2019-BNK19


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of August 1, 2019, by and among Wells Fargo Commercial
                                         Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
                                         Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative
                                         Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Wilmington Trust, National Association, as
                                         Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer



 





	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


 



    Exhibit D-1-1


    


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)      the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


    


    

 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section
11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐        None
of the above.


 


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 designation of the Certificate Administrator as the “partnership representative” of each
Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


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) –

BANK 2019-BNK19


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 (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 August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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. 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


 



    Exhibit D-2-1


    


    

 


the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    Exhibit D-2-2


    


    

 


EXHIBIT
D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF RR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association, 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Risk Retention Custody (CMBS) – 


BANK
2019-BNK19 


[OR
OTHER CERTIFICATE REGISTRAR]


 


Wells
Fargo Bank, National Association,

as Retaining Sponsor 


c/o
Wells Fargo Securities, LLC 


375
Park Avenue, 2nd Floor, J0127 023 


New
York, New York 10152 


Attention:
A.J. Sfarra


 


Troy
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:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of August 1, 2019, by and among Wells Fargo Commercial
                                         Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
                                         Master Servicer, LNR Partners, 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



 


[_____]
(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:


 






    Exhibit D-3-1


    


    

 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the
                                         “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of an
                                         RR Interest by the Transferor unless the Purchaser, or such Purchaser’s agent,
                                         delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		3.	The
                                         Purchaser is not and will not 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
                                         the RR Interest.



 


		4.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser
                                         certifies, represents and warrants to you, as Certificate Registrar, that:



 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in Regulation RR,
                                         of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the RR Interest as a nominee, trustee or agent for any person that is
                                         not a Majority-Owned Affiliate, and that for so long as it retains its interest in the
                                         RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will be bound by the U.S. Credit Risk Retention Agreement, between Wells Fargo Bank,
                                         National Association, Morgan Stanley Capital Holdings LLC, Bank of America, National
                                         Association and Morgan Stanley Bank, N.A., dated and effective as of August 8, 2019 (the
                                         “Credit Risk Retention Agreement”) as if it were a party to such agreement.



 


		D.	It
                                         hereby makes each representation set forth in Section 4(b) of the Credit Risk Retention
                                         Agreement.



 


		E.	It
                                         consents to any additional restrictions or arrangements that shall be deemed necessary
                                         upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership
                                         of the RR Interest will satisfy the risk retention requirements of the Transferor, in
                                         its capacity as [sponsor][originator] under Regulation RR.



 


☐
     The transfer will occur after the termination of the RR Interest Transfer Restriction
Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit D-3-2


    


    

 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	By:	     
	 	 	Name:
	 	 	Title:


 





	 	By:	     
	 	 	Name:
	 	 	Title:


   


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR]


 





	By:	     	 
	 	Name:	 
	 	Title:	 


  


[Medallion
Stamp Guarantee]


 




    Exhibit D-3-3


    


    

 


EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF RR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association, 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Risk Retention Custody (CMBS) – 


BANK
2019-BNK19 


[OR
OTHER CERTIFICATE REGISTRAR]


 


Wells
Fargo Bank, National Association,

as Retaining Sponsor 


c/o
Wells Fargo Securities, LLC 


375
Park Avenue, 2nd Floor, J0127 023 


New
York, New York 10152 


Attention:
A.J. Sfarra


 


Troy
Stoddard, Esq. 


Wells
Fargo Law Department, D1053 300 


301
South College St. 


Charlotte,
North Carolina 28202


 


[EACH
OTHER HOLDER OF AN RR INTEREST]


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of RR Interest evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, 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. 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.



 






    Exhibit D-4-1


    


    

 


		2.	The
                                         Transferee is not and will not 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
                                         the RR Interest.



 


		3.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
                                         certifies, represents and warrants to you that:



 


		A.	The
                                         Transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Wells
                                         Fargo Bank, National Association, Morgan Stanley Mortgage Capital Holdings LLC, Bank
                                         of America, National Association and Morgan Stanley Bank, N.A., dated and effective as
                                         of August 8, 2019 (the “Credit Risk Retention Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		C.	The
                                         Transferee has complied in all material respects with all of the covenants in the Credit
                                         Risk Retention Agreement during the period from the date of the Credit Risk Retention
                                         Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Credit Risk Retention
                                         Agreement are true and correct as of the date of the transfer.



 


		E.	All
                                         of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement
                                         have been complied with through and including the date of the transfer.



 


		☐	The
                                         transfer will occur after the termination of the RR Interest Transfer Restriction Period.



 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 






    Exhibit D-4-2


    


    

 





	 	[TRANSFEROR]
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 





The foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	 	[RETAINING
SPONSOR]
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Medallion
Stamp Guarantee]


 


    Exhibit D-4-3


    


    

 


EXHIBIT
E



FORM OF REQUEST FOR RELEASE


 


(for
Custodian)


 


	Loan
    Information
	 	Name
    of Mortgagor:	
	 	 	 
	 	[[General][NCB] 	 
	 	Master Servicer]	 
	 	
    [[General][NCB]
    	
	 	Special Servicer] 	 
	 	Loan No.:	 
	 	 	 
	Custodian
	 
	 	Name:	Wells
    Fargo Bank, National Association

    1055 10th Ave SE
	 	Address:	Minneapolis,
                                         Minnesota 55414
 Attention:
                                         Document Custody Group

                                                                                BANK
                                         2019-BNK19

	 	 	 
	 	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:	BANK
    2019-BNK19,

    Commercial Mortgage Pass-Through Certificates,

    Series 2019-BNK19



 

The
undersigned [[General][NCB] Master Servicer] [[General][NCB] 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 BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates,
Series 2019-BNK19, 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 August 1, 2019,
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National


 



    Exhibit E-1


    


    

 


Association, as General
Master Servicer, LNR Partners, 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 (the “Pooling
and Servicing Agreement”).


 


(
)        ___________________________


 


(
)        ___________________________


 


(
)        ___________________________


 


(
)        ___________________________


 


The
undersigned [[General][NCB] Master Servicer] [[General][NCB] Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall hold and retain possession of the Documents in trust
for the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[[General][NCB] Master Servicer] [[General][NCB] 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
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall return the Documents to the Custodian when the need therefor
no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds
thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall keep the Documents separate and distinct from all other property in the
[[General][NCB] Master Servicer’s] [[General][NCB] 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) –

BANK 2019-BNK19


 [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 BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US $[___] aggregate initial [Notional
Amount][Certificate Balance] in the BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, [Class
[X-FG][X-H][X-J][F][G][H][J] Certificates][ RR Interest] issued pursuant to that certain Pooling and Servicing Agreement
dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners,
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. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or 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
subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”)(each a “Plan”) or (b) a person


 



    Exhibit F-1-1


    


    

 


 acting on behalf of or using the assets
of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such
a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general account” (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company will 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 or disposition
of such Certificate will 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 Servicers, the Special Servicers, 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 or Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling
and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, either Master Servicer, either
Special Servicer, any sub-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 CERTIFICATES AND CLASS V CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BANK 2019-BNK19


 [OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the BANK 2019-BNK19, Commercial
Mortgage Pass-Through Certificates, Series 2019-BNK19, [Class V][Class R] Certificates (the “[Class V][Class R] Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, LNR Partners, 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.
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


 



    Exhibit F-2-1


    


    

 


such Plan (including any entity whose underlying assets include Plan assets by reason of investment in
the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section
3(42) of ERISA) or using the assets of a Plan to purchase such [Class V][Class R] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


Date:
_______


 




    Exhibit F-2-2


    


    

 


EXHIBIT
G



FORM OF DISTRIBUTION DATE STATEMENT


 


See
Annex B to the Prospectus


 




    Exhibit G-1


    


    

 


EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee – BANK 2019-BNK19, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME
OF CURRENT ASSIGNOR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 




    Exhibit H-1


    


    

 


EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,


 as
Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK19


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, 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. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 









*        Select
appropriate depository. 




 






    Exhibit I-1


    


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


Dated:
_______


 


cc:
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)

BANK 2019-BNK19


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, 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. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


    


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


Dated:
________



cc: 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)

BANK 2019-BNK19


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, 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. 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 K-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 Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit K-2


    


    

 


EXHIBIT
L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED
PERIOD


 


(Exchanges
pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,


 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK19


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, 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. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 









*        Select,
as applicable. 




 






    Exhibit L-1


    


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	Dated:______________
	 	 	 
	 	By: 	 
	 	 	as, or as agent for, the holder of a beneficial  interest in the Certificates to which this certificate relates.


 




    Exhibit L-2


    


    

 


EXHIBIT
M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchanges
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,


 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK19


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, 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. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


 









*        Select
appropriate depository. 




 






    Exhibit M-1


    


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated:
________



cc: 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)

BANK 2019-BNK19


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, 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. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


    


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 


Dated:
_______



cc: 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)

BANK 2019-BNK19


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, 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. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 






    Exhibit O-1


    


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit O-2


    


    







EXHIBIT P-1A

FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY AND/OR THE RISK RETENTION CONSULTATION PARTY
(FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)

[Date]

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Services (CMBS)
BANK 2019-BNK19
trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com

Re:          BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class Certificates

In accordance with the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1.           The undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion Holder or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).

2.             The undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.

3.            In the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has received a copy of the Prospectus.

4.          [FOR PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]

5.          The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto (also, the “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 


    Exhibit P-1A-1


      

    
undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

6.         The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

7.         The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

8.         Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

	
 

	
By: 

	
 

	
 


	
 

	Title:


	
 


	
 

	Company:


	
 


	
 

	Phone:


	
 





    Exhibit P-1A-2


      

    
EXHIBIT P-1B

FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)

[Date]


	
Wells Fargo Bank, National Association Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor
Charlotte, North Carolina  28202
Attention:  BANK 2019-BNK19 Asset Manager

Commercial.servicing@wellsfargo.com

 

	
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attention:  Corporate Trust Services (CMBS)
BANK
Series 2019-BNK19
trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com


	 	 
	
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: BANK 2019-BNK19 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

 

	
Wells Fargo Bank, National Association
600 South 4th Street, 7th Floor
MAC N9300-070
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services (CMBS)
BANK Series 2019-BNK19


	 	 
	
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware  19890
Attention:  CMBS Trustee – BANK 2019-BNK19

CMBSTrustee@wilmingtontrust.com

 

National Cooperative Bank, N.A.
2011 Crystal Drive, Suite 800
Arlington, Virginia 22202
Attention:  Kathleen Luzik, Chief Operating Officer
Facsimile number (703) 647-3473
Email:  kluzik@ncb.coop

	
LNR Partners, LLC
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Heather Bennett and Job Warshaw
Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and
lnr.cmbs.notices@lnrproperty.com


	
 

	
 






Re:          BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class Certificates


    Exhibit P-1B-1


      

    
In accordance with the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1.        The undersigned is [the Directing Certificateholder][the Holder of a majority of the Controlling Class][a Controlling Class Certificateholder].

2.        The undersigned has received a copy of the Prospectus.

3.        The undersigned is not a Borrower Party.

4.        The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement].  In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

5.        The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund 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 


    Exhibit P-1B-2


      

    
P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.

7.        The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

8.        [For use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].

9.        Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified. 

	
 

	
By:

	
 

	
 


	
 

	Title:


	
 


	
 

	Company:


	
 


	
 

	Phone:


	
 





    Exhibit P-1B-3


      

    
EXHIBIT P-1C

FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTY AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)

[Date]

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attention:  Corporate Trust Services (CMBS)
BANK 2019-BNK19
trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com

Wells Fargo Bank, National Association
Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor 
Charlotte, North Carolina  28202
Attention:  BANK 2019-BNK19 Asset Manager

National Cooperative Bank, N.A.
2011 Crystal Drive, Suite 800
Arlington, Virginia 22202
Attention:  Kathleen Luzik, Chief Operating Officer
Facsimile number (703) 647-3473
Email:  kluzik@ncb.coop

Re:          BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class Certificates

In accordance with the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1.          The undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


    Exhibit P-1C-1


      

    
2.          The undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.

3.          In the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has received a copy of the Prospectus.

4.          The undersigned is a Borrower Party.

5.          The undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement.  In consideration of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

6.          The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

7.          The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

8.          Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

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-1C-2


      

    

 





	 	By:	        
	 	Title:
	 	Company:
	 	Phone:







 




    Exhibit P-1C-3


      

    
EXHIBIT P-1D

FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS 

CERTIFICATEHOLDER)

[Date]


	
Wells Fargo Bank, National Association Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor
Charlotte, North Carolina  28202
Attention:  BANK 2019-BNK19 Asset Manager

Commercial.servicing@wellsfargo.com

 

	
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attention:  Corporate Trust Services (CMBS)
BANK
Series 2019-BNK19
trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com


	 	 
	
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: BANK 2019-BNK19 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

 

	
Wells Fargo Bank, National Association
600 South 4th Street, 7th Floor
MAC N9300-070
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services (CMBS)
BANK 2019-BNK19


	 	 
	
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention:  CMBS Trustee – BANK 2019-BNK19

CMBSTrustee@wilmingtontrust.com

 

National Cooperative Bank, N.A.
2011 Crystal Drive, Suite 800
Arlington, Virginia 22202
Attention:  Kathleen Luzik, Chief Operating Officer
Facsimile number (703) 647-3473
Email:  kluzik@ncb.coop

	
LNR Partners, LLC
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Heather Bennett and Job Warshaw
Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and
lnr.cmbs.notices@lnrproperty.com


	
 

	
 






Re:          BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19


    Exhibit P-1D-1


      

    
In accordance with the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1.             The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].

2.             The undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):

[IDENTIFY [EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)

The undersigned is not a Borrower Party with respect to any other Mortgage Loan.

3.             The undersigned has received a copy of the Prospectus.

4.          Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement].  In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

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 


    Exhibit P-1D-2


      

    
Website or otherwise receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.

6.         The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

7.         To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

8.         The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

9.        The undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].

10.       Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

	
 

	
By:

	
 

	
 


	
 

	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:  BANK 2019-BNK19 Asset Manager

Commercial.servicing@wellsfargo.com

 

	
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attention:  Corporate Trust Services (CMBS)
BANK
Series 2019-BNK19
trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com


	
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: BANK 2019-BNK19 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

 

	
Wells Fargo Bank, National Association
600 South 4th Street, 7th Floor
MAC N9300-070
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services (CMBS)
BANK Series 2019-BNK19


	 	 
	
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware  19890
Attention:  CMBS Trustee – BANK 2019-BNK19

CMBSTrustee@wilmingtontrust.com

 

National Cooperative Bank, N.A.
2011 Crystal Drive, Suite 800
Arlington, Virginia 22202
Attention:  Kathleen Luzik, Chief Operating Officer
Facsimile number (703) 647-3473
Email:  kluzik@ncb.coop

	
LNR Partners, LLC
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Heather Bennett and Job Warshaw
Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and
lnr.cmbs.notices@lnrproperty.com


	
 

	
 






Re:          BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19

THIS NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BANK 2019-BNK19, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-BNK19, 


    Exhibit P-1E-1


      

    
REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.

In accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:

1.             The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.

2.             The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):


	
Loan Number

	
ODCR

	
Loan Name

	
Borrower Name


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 






 


[[If applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]

3.             As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


	
CUSIP

	
Class

	
Outstanding 

Certificate Balance

	
Initial Certificate Balance


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 






 

The undersigned is not a Borrower Party with respect to any other Mortgage Loan.

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 


    Exhibit P-1E-2


      

    
information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement].  In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

5.         The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.

6.         The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

7.         To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

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 


    Exhibit P-1E-3


      

    
has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

9.             The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.

10.          The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing Agreement, requesting termination of access to any Excluded Information.  The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.

11.          The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph 2 above.

Capitalized terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified. 

	 

	[Directing
Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]


	 	 
	 

	By:

	 

	 


	 

	 

	Name:

	 


	 

	 

	Title:

	 





Dated:  _______

cc:  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)
BANK 2019-BNK19
cts.cmbs.bond.admin@wellsfargo.com
trustadministrationgroup@wellsfargo.com

with a copy to:

Wells Fargo Bank, National Association,
8480 Stagecoach Circle
Frederick, Maryland  21701-4747
Attention:  BANK 2019-BNK19

Re:          BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19

In accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:

1.             The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.

2.             The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):


	
Loan Number

	
ODCR

	
Loan Name

	
Borrower Name


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 







    Exhibit P-1F-1


      

    
3.             The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s Website with respect to the BANK 2019-BNK19 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:  BANK 2019-BNK19 Asset Manager

Commercial.servicing@wellsfargo.com

 

	
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attention:  Corporate Trust Services (CMBS)
BANK
Series 2019-BNK19
trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com


	
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: BANK 2019-BNK19 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

 

	
Wells Fargo Bank, National Association
600 South 4th Street, 7th Floor
MAC N9300-070
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services (CMBS)
BANK Series 2019-BNK19


	
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware  19890
Attention:  CMBS Trustee – BANK 2019-BNK19

CMBSTrustee@wilmingtontrust.com

 

National Cooperative Bank, N.A.
2011 Crystal Drive, Suite 800
Arlington, Virginia 22202
Attention:  Kathleen Luzik, Chief Operating Officer
Facsimile number (703) 647-3473
Email:  kluzik@ncb.coop

	
 

LNR Partners, LLC
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Heather Bennett and Job Warshaw
Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and
lnr.cmbs.notices@lnrproperty.com


	
 

	
 






Re:          BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Class [__] Certificates

In accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


    Exhibit P-1G-1


      

    
1.            The undersigned has been appointed to act as the Directing Certificateholder.

2.            The undersigned is not a Borrower Party.

3.            If the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.

4.          [For use with any party other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.

5.             Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

	
 

	
[Directing Certificateholder]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




Dated:  _______

cc:  Wells Fargo Commercial Mortgage Securities, Inc.


    Exhibit P-1G-2


      

    
EXHIBIT P-1H

FORM OF CERTIFICATION OF THE RISK RETENTION CONSULTATION PARTY

[Date]

	Wells
Fargo Bank, National Association
 Commercial Mortgage Servicing
Three Wells Fargo
 MAC D1050-084
 401 South Tryon
Street, 8th Floor
 Charlotte, North Carolina  28202
 Attention:  BANK 2019-BNK19 Asset Manager

Commercial.servicing@wellsfargo.com


	Wells
Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attention:  Corporate
Trust Services (CMBS)
BANK 2019-BNK19
(with a copy sent via
email to: trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com)


	 

	 


	Park
Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: BANK 2019-BNK19
- Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

	Wells
Fargo Bank, National Association

600
South 4th Street, 7th Floor
MAC N9300-070

Minneapolis,
Minnesota 55479
Attention: 
Corporate Trust Services (CMBS)
BANK 2019-BNK19

 


	 

	 


	Wilmington
Trust, National Association
 1100 North Market Street
 Wilmington, Delaware 19890
 Attention: CMBS Trustee – BANK
2019-BNK19
 (with a copy sent to cmbstrustee@wilmingtontrust.com)

 

National
Cooperative Bank, N.A.
2011 Crystal Drive, Suite 800
Arlington, Virginia 22202
Attention:  Kathleen Luzik, Chief
Operating Officer
Facsimile number (703) 647-3473
Email:  kluzik@ncb.coop

	LNR
Partners, LLC
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Heather Bennett and Job Warshaw
Email:
hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and
lnr.cmbs.notices@lnrproperty.com


	 

	 





    Exhibit P-1H-1


      

    
Re:      BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, RR Interest                

In accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:

1.             The undersigned has been appointed to act as the Risk Retention Consultation Party.

[FOR ANY SUCCESSOR RISK RETENTION CONSULTATION PARTY][2.             The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]

3.             Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified. 

	
 

	
[RISK RETENTION CONSULTATION PARTY]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




Dated:  _______

cc:  Wells Fargo Commercial Mortgage Securities, Inc.


    Exhibit P-1H-2


      

    
EXHIBIT P-2

FORM OF CERTIFICATION FOR NRSROs

[Date]

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attention:  Corporate Trust Services (CMBS) – BANK 2019-BNK19

Attention:              BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19

In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1.              The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or

2.           The undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date.

The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website.


    Exhibit P-2-1


     

    
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

 

	
 

	
By:

	
 

	
 


	
 

	Title:


	
 


	
 

	Company:


	
 


	
 

	
Phone:

	
 

	
 





    Exhibit P-2-2


     

    
ANNEX A

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities, LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and other information relating to the issuance of the BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee and the assets underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)].  Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.

Definition of Confidential Information.  For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following information (irrespective of its source or form of communication, including information obtained by you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating with respect to the Certificates:  (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof; provided, however, that the term Confidential Information shall not include information which:

was or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;

was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain the information as confidential; or

is independently developed by the NRSRO without reference to any Confidential Information.

Information to Be Held in Confidence.

You will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes (the “Intended Purpose”).

You acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.

You will treat the Confidential Information as private and confidential.  Subject to Section 4, without the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement.  Notwithstanding the foregoing, you may:


    Exhibit P-2-3


     

    
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.

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.


    Exhibit P-2-4


     

    
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:  Matthew Orrino
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 (CMBS) – BANK 2019-BNK19

Attention:              BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19

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 August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

	
1.

	
The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics or Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.


	
 

	
 




	
2.

	
The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above remains true and correct.


	
 

	
 




	
3.

	
The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent of the Depositor.


	
 

	
 




	
4.

	
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, 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:          BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19

Ladies and Gentlemen:

In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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, 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

 


Kroll Bond Rating Agency, Inc.
805 Third Avenue, 29th Floor
New York, New York  10022
Attention:  CMBS Surveillance
E-mail:  cmbssurveillance@kbra.com 

Fitch Ratings, Inc.
33 Whitehall Street
New York, New York  10004
Attention:  Commercial Mortgage Surveillance Group
Facsimile No.:  (212) 635-0295
E-mail:  info.cmbs@fitchratings.com

 


S&P Global Ratings
55 Water Street, 41st Floor
New York, New York  10041
Attention: Commercial Mortgage Surveillance Manager
Email: cmbs_info_17g5@standardandpoors.com

 


Wells Fargo Bank, National Association
Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor
Charlotte, North Carolina  28202
Attention:  BANK 2019-BNK19 Asset Manager

commercial.servicing@wellsfargo.com

 


LNR Partners, LLC
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Heather Bennett and Job Warshaw
Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and
lnr.cmbs.notices@lnrproperty.com


    Exhibit Q-2


     

    
National Cooperative Bank, N.A.
2011 Crystal Drive, Suite 800
Arlington, Virginia 22202
Attention:  Kathleen Luzik, Chief Operating Officer
Facsimile number (703) 647-3473
Email:  kluzik@ncb.coop

with a copy to:

Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attention:  Steven M. Kornblau

Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware  19890
Attention:  CMBS Trustee – BANK 2019-BNK19

CMBSTrustee@wilmingtontrust.com

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Services (CMBS) – BANK 2019-BNK19

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com

 


Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: BANK 2019-BNK19 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

 


Wells Fargo Bank, National Association

301 South College St.

Charlotte, North Carolina 28202

Attention:  BANK 2019-BNK19,

Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19

with a copy to:

Troy Stoddard, Esq., Senior Counsel

Wells Fargo Law Department, D1053-300

301 South College St.

Charlotte, North Carolina, 28202

troy.stoddard@wellsfargo.com


    Exhibit Q-3


     

    
and a copy to:

Jacqueline M. Gelman

Wells Fargo Bank, National Association

10 South Wacker, 32nd Floor 

Chicago, Illinois 60606

Telephone number:  (312) 827-1531

Email:  jacqueline.m.gelman@wellsfargo.com

Bank of America, National Association
One Bryant Park

NY1-100-11-07
 New York, New York 10036
 Attention:  Leland F. Bunch, III
email: leland.f.bunch@baml.com 

 with copies to: 

 Todd Stillerman, Esq.
Associate General Counsel & Director
 Bank of America Merrill Lynch Legal Department
 214 North Tryon Street, 18th Floor
 NC1-027-20-05
 Charlotte, North Carolina 28255
 email: todd.stillerman@bankofamerica.com

and

Katten Muchin Rosenman LLP
550 S. Tryon St., Suite 2900
Charlotte, North Carolina 28202
Attention: Joshua J. Yablonski, Esq.
email: Joshua.yablonski@kattenlaw.com
Facsimile: (704) 444-2050

Morgan Stanley Mortgage Capital Holdings LLC
1585 Broadway
New York, New York 10036
Attention: Jane H. Lam

with a copy to:

Morgan Stanley Mortgage Capital Holdings LLC
1633 Broadway, 29th Floor 

New York, New York 10019
 Attention: Legal Compliance Division 
 Email: cmbs_notices@morganstanley.com


    Exhibit Q-4


     

    
Seer Capital Management, LP

1177 Avenue of the Americas, 34th Floor

New York, New York 10036 

Attention: General Counsel


    Exhibit Q-5


     

    
 


 


EXHIBIT
R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK19 Asset Manager

Email: commercial.servicing@wellsfargo.com

Telecopy Number: (704) 715-0036]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


 








SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of August 1, 2019 (the
“Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer [(in such capacity, the “General Master Servicer”)], LNR Partners,
LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer [(in such capacity, the “NCB
Master Servicer”)] and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator (in
such capacity, the “Certificate Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer hereby constitutes and appoints the [General][NCB] Master Servicer, by and through
the [General][NCB] Master Servicer’s officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the [General][NCB] Master Servicer and all properties (“Mortgaged Properties”)
administered by the [General][NCB] Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by


 






    Exhibit R-1-1


     


    

 


facsimile
stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in
items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described
below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement.
Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the
provisions of the Agreement.


 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.       The
completion of loan assumption agreements.


 


6.       The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.       The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or
the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and


 






    Exhibit R-1-2


     


    

 


claims
in bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.       With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.



 


		12.	The
execution and delivery of the following:



 



    Exhibit R-1-3


     


    

 





		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         or REO Properties (including agreements and requests by any borrower with respect to
                                         modifications of the standards of operation and management of such Mortgaged Properties
                                         or the replacement of asset managers), documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, any easements, covenants, conditions,
                                         restrictions, equitable servitudes, or land use or zoning requirements with respect to
                                         the Mortgaged Properties or REO Properties, instruments relating to the custody of any
                                         collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit
in any manner the rights and protections


 






    Exhibit R-1-4


     


    

 


afforded
the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB] Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein or in the Agreement. If the [General][NCB] Master Servicer receives any notice of suit, litigation or proceeding in
the name of Wilmington Trust, National Association, then the [General][NCB] Master Servicer shall promptly forward a copy of same
to the Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the [General][NCB] Master Servicer under the
Agreement or to allow the [General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage
Notes not authorized by the Agreement.


 


The
[General][NCB] Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for BANK 2019-BNK19 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 the benefit of the registered holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:







 










    Exhibit R-1-5


     


    

 





	 	Prepared by:
	 	 	 
	 		Name:
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 







 



    Exhibit R-1-6


     


    




 





	STATE OF DELAWARE	)
	 	)
      ss.:
	COUNTY OF	)







  





On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 







  




    Exhibit R-1-7


     


    

 


EXHIBIT
R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


[LNR
Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: David Serna

Email: lnr.cmbs.notices@lnrproperty.com]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 





 



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 August 1, 2019 (the
“Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer, LNR Partners, LLC, as general special servicer [(the “General Special
Servicer”)], National Cooperative Bank, N.A., as NCB master servicer and NCB special servicer [(in such capacity, the
“NCB Special Servicer”)], Wells Fargo Bank, National Association, as certificate administrator, the Trustee
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the BANK 2019-BNK19,
Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, hereby constitutes and appoints the [General][NCB] Special Servicer,
by and through the [General][NCB] Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in
the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the [General][NCB] Special Servicer and all properties (“REO Properties”) administered
by the [General][NCB] 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


 






    Exhibit R-2-1


     


    

 


documents
are required or permitted under the Agreement.  Capitalized terms used herein and not otherwise defined herein have the meanings
set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that (i) said modification
                                         or re-recording, in either instance, does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company of a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower.



 



		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 any Mortgage
                                         Notes or the related promissory note, and in the proceeds thereof, by way of, including
                                         but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard 



 






    Exhibit R-2-2


     


    

 


insurance
and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         creation of a wholly owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		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.



  



    Exhibit R-2-3


     


    

 





		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-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 [General][NCB] 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


 






    Exhibit R-2-4


     


    

 


fully
as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 





This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Special Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Special Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Special Servicer's
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB]
Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National
Association except as specifically provided for herein. If the [General][NCB] Special Servicer receives any notice of suit, litigation
or proceeding in the name of Wilmington Trust, National Association, then the [General][NCB] Special Servicer shall promptly forward
a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the [General][NCB] Special Servicer under the Agreement
or to allow the [General][NCB] Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes
not authorized by the Agreement.


 


The
[General][NCB] Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Special Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.



 



    Exhibit R-2-5


     


    

 





IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for BANK 2019-BNK19 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 the benefit of the registered holders of

BANK 2019-BNK19, Commercial Mortgage Pass-Through

Certificates, Series 2019-BNK19


 





	 	By:	 
	 		Name:
		 	Title:
	 	 	 
	Prepared by:	 	 
	 	 	 
	 	 	Name:
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 


  




    Exhibit R-2-6


     


    

 





	STATE OF DELAWARE	)
	 	) ss.:
	COUNTY OF	)


  


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.





	 	 
	Notary
    signature	 







 




    Exhibit R-2-7


     


    

EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion
    Holder
	 

                                                                                                                                                                                                   Polo
                                         Towne Crossing SC Whole Loan

         
	 

                                                                                                                                                                     Note
                                         A-2 and Note A-3

         

        Morgan
        Stanley Bank, N.A.

         

        NOTICE
        ADDRESS

         

        Morgan
        Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane H. Lam

         

        with
        a copy to:

         

        Morgan
        Stanley Bank, N.A.

        1633 Broadway, 29th Floor

        

        New
        York, New York 10019

        Attention: Legal Compliance Division

         

        and

         

        cmbs_notices@morganstanley.com

         





    Exhibit S-1


     


    

 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR
the GRAND CANAL SHOPPES and eleven seventeen perimeter

MORTGAGE LOANs:





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





10851
Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head





Facsimile:
(888) 706-3565





Email:
NoticeAdmin@midlandls.com


 


with
a copy to:



Stinson LLP 





1201
Walnut Street 





Suite
2900 





Kansas
City, Missouri 64106-2150 





Fax
Number: (816) 412-9338 





Attention:
Kenda K. Tomes 





Email:
kenda.tomes@stinson.com]


 


[FOR
WATERFORD LAKES TOWN CENTER MORTGAGE LOAN: 


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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com



with a copy to:



Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

Attention: Lisa A. Rosen

Email: LisaRosen@eversheds-sutherland.com]


 



    Exhibit T-1


     


    

 





[FOR
the 350 BUSH STREET, THE ALHAMBRA and the FORD FACTORY MORTGAGE LOANs:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK18 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:


 


K&L
Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: BANK 2019-BNK18]


 


[FOR
30 HUDSON YARDS MORTGAGE LOAN:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Hudson Yards 2019-30HY Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:


 


K&L
Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: Hudson Yards 2019-30HY]


 


[FOR
the NOVA PLACE and the 450-460 park avenue south MORTGAGE LOANs:





Wells
Fargo Bank, National Association 





Commercial
Mortgage Servicing 





Three
Wells Fargo 





MAC
D1050-084 





401
South Tryon Street, 8th Floor 





Charlotte,
North Carolina 28202 


 



    Exhibit T-2


     


    

 





Attention:
WFCM 2019-C51 Asset Manager 





Email:
commercial.servicing@wellsfargo.com


 


with
a copy to:


 


K&L
Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street





Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann

Reference: WFCM 2019-C51]


 


[FOR
Moffett Towers - Buildings 3 & 4 MORTGAGE LOAN:





KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile: (877) 379-1625

Email: keybank_notices @keybank.com


 


with
a copy to:



Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536

Email: kkohring@polsinelli.com]


 


VIA
EMAIL


 


		Re:	BANK
                                         2019-BNK19,

                                         Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


Ladies
and Gentlemen:


 


As
you know, [______], acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the [mortgaged
property][portfolio of mortgaged properties] identified as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”)
under the pooling and servicing agreement relating to the [______] securitization trust (the “PSA”). This is
to inform you that one or more of the promissory notes related to the Subject Whole Loan (the “Subject Mortgage Loan”)
has been transferred to BANK 2019-BNK19 pursuant to that certain Pooling and Servicing Agreement, dated August 1, 2019 (the “2019-BNK19
Pooling Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National
Association, as general master servicer (in such capacity, the “2019-BNK19 Master Servicer”), LNR Partners,
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 (in such capacity, the “2019-BNK19 Certificate Administrator”),


 






    Exhibit T-3


     


    

 


Wilmington
Trust, National Association, as trustee (the “2019-BNK19 Trustee”), and Park Bridge Lender Services LLC, as
operating advisor and as asset representations reviewer, and that the 2019-BNK19 Trustee is the holder of the Subject Mortgage
Loan.


 


The
undersigned, as 2019-BNK19 Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject
Whole Loan, to remit to the 2019-BNK19 General Master Servicer all amounts payable to, and forward, deliver or otherwise make
available, as the case may be, to the 2019-BNK19 General Master Servicer all reports, statements, documents, communications, and
other information that are to be forwarded, delivered or otherwise made available to, the holder of the Subject Mortgage Loan
under the related Intercreditor Agreement (as such term is defined in the 2019-BNK19 Pooling and Servicing Agreement) and the
PSA.


 


The
Subject Mortgage Loan [is] [not] a Significant Obligor (as such term is defined in the 2019-BNK19 Pooling and Servicing Agreement)
under the 2019-BNK19 Pooling and Servicing Agreement.


 


Thank
you for your attention to this matter.


 





	Date:	 	 	 
	 	 	 
	 	Wells Fargo Bank, National Association,
    as
	 	 	Certificate Administrator for the Holders of
	 	 	the BANK 2019-BNK19, Commercial
	 	 	Mortgage Pass-Through Certificates, Series
	 	 	2019-BNK19
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:










 




    Exhibit T-4


     


    



 





EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch
                                         Ratings, Inc.

                                         33 Whitehall Street

                                         New York, New York 10004

                                         Attention: Commercial Mortgage Surveillance Group

                                         Facsimile No.: (212) 635-0295

                                         E-mail: info.cmbs@fitchratings.com



 


Kroll
Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


		From:	[Wells
                                         Fargo Bank, National Association][National Cooperative Bank, N.A.], in its capacity as
                                         [General][NCB] Master Servicer under the Pooling and Servicing Agreement dated as of
                                         August 1, 2019 (the “Pooling and Servicing Agreement”), by and among
                                         Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
                                         Association, as General Master Servicer, LNR Partners, 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.



 


Date:
_________, 20___


 




    Exihibit U-1


    


    

 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


Mortgage
Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan
Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the
Mortgage Loan Schedule by the following names:________________________________________


 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
[General][NCB] Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)           Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____ a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)           Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)           The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)           The
defeasance was consummated on __________, 20__.


 


(iii)          The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)          The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the [General][NCB] Master Servicer in
accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 



    Exihibit U-2


    


    

 





(v)           The
[General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real
Estate Finance Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to
restrictions in its organizational documents substantially similar to those contained in the organization documents of the original
Borrower with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns
no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)          The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)         The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts and on the
dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed
to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan
documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance),
(iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after
the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of
the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)    
   The [General][NCB] Master Servicer received written confirmation from a firm of independent certified
public accountants, who were approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating
that (i) revenues from the defeasance collateral (without taking into account any earnings on reinvestment of such revenues)
will be sufficient to timely pay each of the Scheduled Payments after the defeasance including the payment in full of the
Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the
case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received in any month from the defeasance
collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest
income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not


 






    Exihibit U-3


    


    

 


exceed such
Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance)
for such year.


 


(ix)      
   The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five
percent of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of
the most recent Distribution Date Statement received by us (the “Current Report”).


 


(x)           The
[General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)           Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)           Certify
that the individual under whose hand the [General][NCB] Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)           Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exihibit U-4


    


    

 


IN
WITNESS WHEREOF, the [General][NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned
above.


 





	 	[________________]
	 	 	as [General][NCB] Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exihibit U-5


    


    

 


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing
Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”).





Transaction:
BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19





Operating
Advisor: Park Bridge Lender Services LLC





[General
Special Servicer: LNR Partners, LLC]





[NCB
Special Servicer: National Cooperative Bank, N.A.]





Directing
Certificateholder: [Seer Capital Management, LP]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         [General][NCB] Special Servicer has notified the Operating Advisor that [●] Specially
                                         Serviced Loans were transferred to special servicing in the prior calendar year [INSERT
                                         YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the [General][NCB] Special
                                         Servicer as part of the development of an Asset Status Report.



 


		b.	Asset
                                         Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         an Asset Status Report has been issued. The Asset Status Reports may not yet be fully
                                         implemented.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the [General][NCB] Special Servicer’s operational activities to service certain
Specially Serviced Loans in accordance with the reported actions on the loans identified in this report. Based solely on such
limited review of the items listed in this report, 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 [General][NCB] 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.


 





 






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. 


 



    Exihibit V-1


    


    

 





●
[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]


 


In
connection with the assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed
                                         the Asset Status Reports, the [General][NCB] Special Servicer’s assessment of compliance
                                         report, attestation report by a third party regarding the [General][NCB] Special Servicer’s
                                         compliance with its obligations and net present value calculations and Appraisal Reduction
                                         Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [ ] Specially
                                         Serviced Loans: [List related mortgage loans]



 


		2.	Consulted
                                         with the [General][NCB] Special Servicer as provided under the Pooling and Servicing
                                         Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including
                                         related net present value calculations and Appraisal Reduction Amount calculations) related
                                         to the Specially Serviced Loans should be considered a limited investigation and not
                                         be considered a full or limited audit. For instance, we did not review each page of the
                                         [General][NCB] Special Servicer’s policy and procedure manuals (including amendments
                                         and appendices), re-engineer the quantitative aspects of their net present value calculator,
                                         visit any property, visit the [General][NCB] Special Servicer, visit the Directing Certificateholder
                                         or interact with any borrower. In addition, our review of the net present value calculations
                                         and Appraisal Reduction Amount calculations is limited to the mathematical accuracy of
                                         the calculations and the corresponding application of the non-discretionary portions
                                         of the applicable formulas, and as such, does not take into account the reasonableness
                                         of the discretionary portions of such formulas.



 


		III.	Specific
                                         Items of Review



 


		1.	The
                                         Operating Advisor reviewed the following items in connection with the generation of this
                                         report: [LIST MATERIAL ITEMS].



 


		2.	During
                                         the prior year, the Operating Advisor consulted with the [General][NCB] Special Servicer
                                         regarding its strategy plan for a limited number of issues related to the following Specially
                                         Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic
                                         observations and recommended alternative courses of action to the extent it deemed such
                                         observations and recommendations appropriate.



 


		3.	Appraisal
                                         Reduction Amount calculations and net present value calculations:



 


		4.	The
                                         Operating Advisor [received/did not receive] information necessary to recalculate and
                                         verify the accuracy of the mathematical calculations and the 



 









    Exihibit V-2


    


    

 


		 	corresponding application
                                         of the non-discretionary portions of the applicable formulas required to be utilized
                                         in connection with any Appraisal Reduction Amount or net present value calculations used
                                         in the [General][NCB] Special Servicer’s determination of what course of action
                                         to take in connection with the workout or liquidation of a Specially Serviced Loan prior
                                         to the utilization by the [General][NCB] Special Servicer.



 


		a.	The
                                         Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or]
                                         [the application of the applicable non-discretionary portions of the formula] required
                                         to be utilized for such calculation.



 


		b.	After
                                         consultation with the [General][NCB] Special Servicer to resolve any inaccuracy in the
                                         mathematical calculations or the application of the non-discretionary portions of the
                                         related formula in arriving at those mathematical calculations, such inaccuracy [has
                                         been/ has not been] resolved.



 


		5.	The
                                         following is a general discussion of certain concerns raised by the Operating Advisor
                                         discussed in this report: [LIST CONCERNS].



 


		6.	In
                                         addition to the other information presented herein, the Operating Advisor notes the following
                                         additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the [general][NCB] special servicer’s obligations under the Pooling and Servicing
                                         Agreement that the Operating Advisor determines, in its sole discretion exercised in
                                         good faith, to be immaterial.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Except
                                         as may have been reflected in any Major Decision Reporting Package or Asset Status Report,
                                         the Operating Advisor did not participate in, or have access to, the [General][NCB] Special
                                         Servicer’s and Directing Certificateholder’s discussion(s) regarding any
                                         Specially Serviced Loan. The Operating Advisor does not have authority to speak with
                                         the Directing Certificateholder or borrower directly. As such, the Operating Advisor
                                         relied upon the information delivered to it by the [General][NCB] Special Servicer as
                                         well as its interaction with the [General][NCB] Special Servicer, if any, in gathering
                                         the relevant information to generate this report. The services we perform are not designed
                                         and cannot be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The
                                         [General][NCB] Special Servicer has the legal authority and responsibility to service
                                         any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The 



 






    Exihibit V-3


    


    

 


		 	Operating
                                         Advisor has no responsibility or authority to alter the standards set forth therein or
                                         direct the actions of the [General][NCB] 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 [General][NCB]
                                         Special Servicer regarding any Specially Serviced Loans and certain information it reviewed
                                         in connection with its duties under the Pooling and Servicing Agreement. As a result,
                                         this report may not reflect all the relevant information that the Operating Advisor is
                                         given access to by the [General][NCB] Special Servicer.



 


		6.	There
                                         are many tasks that the [General][NCB] Special Servicer undertakes on an ongoing basis
                                         related to Specially Serviced Loans. These include, but are not limited to, assumptions,
                                         ownership changes, collateral substitutions, capital reserve changes, etc. The Operating
                                         Advisor does not participate in any discussions regarding such actions. As such, Operating
                                         Advisor has not assessed the [General][NCB] Special Servicer’s operational compliance
                                         with respect to those types of actions.



 


		7.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		8.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the [General][NCB] 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.


 




    Exihibit V-4


    


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING 

REPLACEMENT OF the [General][ncb] SPECIAL SERVICER


 


Wilmington
Trust, National Association

as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2019-BNK19


 


Wells
Fargo Bank, National Association

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK19 


Email:
trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


[LNR
Partners, LLC

as General Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and

lnr.cmbs.notices@lnrproperty.com]


 


[National
Cooperative Bank, N.A. 


as
NCB Special Servicer 


2011
Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19, Recommendation
                                         of Replacement of [General][NCB] Special Servicer



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as General Master Servicer, LNR Partners, 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


 






    Exihibit W-1


    


    

 


Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 (the “Certificates”)
regarding the replacement of the [General][NCB] Special Servicer. Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the [General][NCB] Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that [LNR Partners, LLC][National Cooperative Bank, N.A.], in its
current capacity as [General][NCB] 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][National Cooperative Bank, N.A.] be removed as [General][NCB]
Special Servicer and that [________] be appointed its successor in such capacity.


 





	 	Very truly yours,
	 	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


Dated:


 




    Exihibit W-2


    


    

 


EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK19 Asset Manager

Telecopy Number: (704) 715-0036]


 


[LNR
Partners, LLC

as General Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and

lnr.cmbs.notices@lnrproperty.com]


 


[National
Cooperative Bank, N.A. 


as
NCB Special Servicer 


2011
Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	Access
                                         to Certain Information Regarding BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-BNK19



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing
Agreement”), among the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, LNR Partners, 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. 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”)][National Cooperative Bank, N.A. (“NCB”)][
LNR Partners, LLC (“LNR Partners”)] understands that [____] (the “Company”) is requesting
certain confidential or non-public information relating to the Mortgage Loans to


 






    Exihibit X-1


    


    

 


[                    ]
[        ], 20[    ]

Page 2


 


which the Company has continuing rights as a
Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating any
continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that the
Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner that
violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells
Fargo][NCB][LNR Partners] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo][NCB][LNR Partners] by
third parties, (b) may not have been verified by [Wells Fargo][NCB][LNR Partners], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/LNR Partners], the [“General Master Servicer”][“NCB Master Servicer”][“General
Special Servicer”][“NCB Special Servicer”] (as defined in the Pooling and Servicing Agreement) and
its respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Wells
Fargo][NCB][LNR Partners]’s failure or inability to provide the Confidential Information to the Company for any reason.
Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes of
this letter agreement: (a) information that was already in Company’s possession prior to its receipt from [Wells Fargo][NCB][LNR
Partners]; (b) information that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited
from transmitting the information to Company by a contractual, legal or fiduciary obligation to [Wells Fargo][NCB][LNR Partners];
(c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently developed
by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo][NCB][LNR Partners]’s election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with
[Wells Fargo][NCB][LNR Partners]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information
available on the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo][NCB][LNR
Partners] may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Wells Fargo][NCB][LNR Partners] 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][NCB][LNR Partners] shall cease
to provide the Company with Confidential Information if [Wells Fargo][NCB][LNR Partners] has actual knowledge that the Company
or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo][NCB][LNR Partners] determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in


 






    Exihibit X-2


    


    

 


[                    ]
[        ], 20[    ]

Page 3


 


the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to
the protection of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential
Information. [Wells Fargo][NCB][LNR Partners]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the Company or any of its Representatives. Notwithstanding the
foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo][NCB][LNR Partners] intends at all
times to comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should
be construed to limit or qualify any of [Wells Fargo][NCB][LNR Partners]’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.


 




    Exihibit 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:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]



 





	CONFIRMED AND AGREED TO:	 
	 	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 




    Exihibit 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 BANK 2019-BNK19 (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.



 



    Exihibit Y-1


    


    

 





In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)
Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B)
[List other applicable reporting servicers]].


 





	Date:	 	 
	 	 	 
	 	 	 





President and Chief Executive Officer

Wells Fargo Commercial Mortgage Securities, Inc.

(Senior officer in charge of the securitization of the

depositor)


 




    Exihibit Y-2


    


    

 


EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-BNK19 (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 August 1, 2019 (the “Pooling and Servicing Agreement”), entered into by
Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”), as depositor, Wells Fargo Bank, National
Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC,
as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master
servicer (in such capacity, the “NCB Master Servicer”) Wilmington Trust, National Association, as trustee, the Certificate
Administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective]
officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in respect
                                         of periods included in the year covered by the Annual Report (collectively with the Annual
                                         Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;








  


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
                                         on any Reports, the Certificate Administrator has fulfilled its obligations in all material
                                         respects under the Pooling and Servicing Agreement; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate 



 






    Exihibit Z-1-1


    


    

 





		 	Administrator
or any Servicing Function Participant retained by the Certificate Administrator and related attestation report on assessment of
compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant
Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Depositor for disclosure in such annual report on Form 10-K.


 



In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the 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:









    Exihibit Z-1-2


    


    

 


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-BNK19 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION][NATIONAL COOPERATIVE BANK,
N.A.], as [General][NCB] Master Servicer under that certain Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR
Partners, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A.,
as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity,
the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National
Association, as certificate administrator (the “Certificate Administrator”), and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB] Master Servicer, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, each Other Depositor with respect to a securitization
of a Serviced Companion Loan and [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
                                         each Special Servicer in the special servicer backup certificate delivered by each Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the [General][NCB]
                                         Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d)
                                         of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been
                                         submitted by the [General][NCB] Master Servicer to the Certificate Administrator for
                                         inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         General Special Servicer and the NCB Special Servicer in the special servicer backup
                                         certificates delivered by the General Special Servicer and the NCB Special Servicer relating
                                         to the Relevant Period, the master servicing information contained in the Servicer Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the [General][NCB] Master Servicer under the Pooling and Servicing Agreement
                                         and based upon my knowledge and the annual compliance reviews 



 






    Exihibit Z-2-1


    


    

 


		 	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 [General][NCB] Master Servicer, and except as disclosed in the
                                         compliance certificate delivered by the [General][NCB] Master Servicer under Section
                                         11.09 of the Pooling and Servicing Agreement, the [General][NCB] Master Servicer has
                                         fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Relevant Period;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the [General][NCB] Master Servicer
                                         with respect to the Trust’s fiscal year _____ have been provided all information
                                         relating to the [General][NCB] Master Servicer’s assessment of compliance with
                                         the Relevant Servicing Criteria in order to enable them to conduct a review in compliance
                                         with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the [General][NCB]
                                         Master Servicer for asset-backed securities with respect to the [General][NCB] Master
                                         Servicer or any Servicing Function Participant retained by the [General][NCB] Master
                                         Servicer and related attestation report on assessment of compliance with servicing criteria
                                         applicable to it required to be included in the annual report on Form 10-K for the Relevant
                                         Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
                                         15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
                                         as an exhibit to such Form 10-K. Any material instances of noncompliance described in
                                         such reports have been provided to the Certificate Administrator and the Depositor for
                                         disclosure in such annual report on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: name(s) of third parties (including the [General][NCB] Special Servicer, but other than a Sub-Servicer,
Additional Servicer or any other third party retained by the [General][NCB] Master Servicer that is not a Sub-Servicer appointed
pursuant to Section 3.20 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I
nor the [General][NCB] Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information
in the Servicer Reports that is in turn dependent upon information provided by the General Special Servicer and NCB Special Servicer
under the Pooling and Servicing Agreement. Solely with respect to the completeness of information and reports, I do not certify
anything other than that all fields of information called for in written reports prepared by the [General][NCB] Master Servicer
have been properly completed and that any fields that have been left blank on their face have been done so in accordance with
the CREFC procedures for such report.]


 




    Exihibit Z-2-2


    


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 






    Exihibit Z-2-3


    


    





 




EXHIBIT
Z-3

FORM
OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY SPECIAL SERVICER

WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-BNK19 (the “Trust”)

I,
[identify the certifying individual], a [_______________ ] of [LNR Partners, LLC][National Cooperative Bank, N.A.] as [General][NCB]
Special Servicer under that certain Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing
Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National
Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC,
as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master
servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB
Special Servicer”),Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB]
Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor
with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with
the knowledge and intent that the applicable Certification Parties will rely upon this certification, that:

	1.

	Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing
information and all required reports (the “Special Servicer Reports”) required to be submitted by the [General][NCB]
Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the
Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the [General][NCB] Special
Servicer to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports;

 




	2.

	Based
on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

 




	3.

	I
am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the [General][NCB] Special
Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in
preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the [General][NCB] Special Servicer,
and except as disclosed in the compliance certificate delivered by the [General][NCB] Special Servicer under Section 11.09
of the Pooling and Servicing Agreement, the

 





    Exhibit Z-3-1


      


    
 


[General][NCB]
Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant
Period;

	4.

	The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the [General][NCB] Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the [General][NCB] Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable
them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and

 




	5.

	The
report on assessment of compliance with servicing criteria applicable to the [General][NCB] Special Servicer for asset-backed
securities with respect to the [General][NCB] Special Servicer or any Servicing Function Participant retained by the [General][NCB]
Special Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in  the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
as an exhibit to such Form 10-K.  Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.




 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

	 

	[General][NCB]
Special Servicer


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:






    Exhibit Z-3-2


      


    
EXHIBIT
Z-4

FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE

WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-BNK19 (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 August 1, 2019
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), LNR Partners, LLC, as general special servicer (the “General Special Servicer”), National
Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special
servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee
(the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, certifies to [_____], the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable
Certification Parties will rely upon this certification, that:

The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in  the annual report on Form 10-K for the Relevant
Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.  Any material instances of noncompliance
described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.

Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:


    Exhibit Z-4-1


      


    
	 

	WILMINGTON
TRUST, NATIONAL ASSOCIATION


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:






    Exhibit Z-4-2


      


    
EXHIBIT
Z-5

FORM
OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY OPERATING ADVISOR

WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-BNK19 (the “Trust”)

I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and
Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners,
LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB
master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the
“NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”) and Park Bridge Lender Services
LLC, as Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect to a securitization of a Serviced
Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that applicable Certification
Parties will rely upon this certification, that:

	1.

	Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information
required to be submitted by the Operating Advisor to the General Master Servicer, the NCB Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
have been submitted by the Operating Advisor to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee
or the Certificate Administrator, as applicable, for inclusion in these reports;

 




	2.

	Based
on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by these reports;

 




	3.

	The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year ________  have been provided all information
relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them
to conduct a review in 





    Exhibit Z-5-1


      


    
compliance
with the standards for attestation engagements issued or adopted by the PCAOB; and

	4.

	The
report on assessment of compliance with servicing criteria applicable to the Operating Advisor for asset-backed securities with
respect to the Operating Advisor or any Servicing Function Participant retained by the Operating Advisor and related attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in  the annual report
on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. 
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the
Depositor for disclosure in such annual report on Form 10-K.




 

Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

	 

	PARK
BRIDGE LENDER SERVICES LLC,
as
Operating Advisor


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:






    Exhibit Z-5-2


      


    
EXHIBIT
Z-6

FORM
OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY CUSTODIAN

WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-BNK19 (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 August 1, 2019
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), LNR Partners, LLC, as general special servicer (the “General Special Servicer”), National
Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special
servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee,
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [_____], the Depositor
and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties will rely upon this
certification, that:

The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.  Any material instances
of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure
in such annual report on Form 10-K.

Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:


    Exhibit Z-6-1


      


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:







 



    Exhibit Z-6-2


      


    
EXHIBIT
Z-7

FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER

WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-BNK19 (the “Trust”)

I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC (the “Asset
Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling and Servicing Agreement
dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such
capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer (the
“General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB Special
Servicer”), Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as
certificate administrator (in such capacity, the “Certificate Administrator”) and Park Bridge Lender
Services LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations Reviewer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor
with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and
with the knowledge and intent that the applicable Certification Parties will rely upon this certification, that:

	1.

	Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information
required to be submitted by the Asset Representations Reviewer to the General Master Servicer, the NCB Master Servicer, the Depositor,
Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”) have been submitted by the Asset Representations Reviewer to the General Master Servicer, the NCB Master
Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports; and

 




	2.

	Based
on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports.





    Exhibit Z-7-1


      


    
Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

	 

	PARK
BRIDGE LENDER SERVICES LLC


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:






    Exhibit Z-7-2


      


    
EXHIBIT
AA

SERVICING
CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE

The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB).  In addition,
this Exhibit AA shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such
Person under the main body of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an
assessment of a criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main
body of such Pooling and Servicing Agreement.  For the avoidance of doubt, for purposes of this Exhibit AA, other
than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master
Servicer or the Special Servicer.

	APPLICABLE
                                         SERVICING CRITERIA 

	applicable
                                         
Party(IES)


	 

Reference

	Criteria

	 


	 

	General
                                         Servicing Considerations

	 


	 

1122(d)(1)(i)

	 

Policies
and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
agreements.

	Certificate
                                         Administrator

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	 

1122(d)(1)(ii)

	 

If
any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.

	Certificate
                                         Administrator

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	 

1122(d)(1)(iii)

	 

Any
requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

	 

N/A


	 

1122(d)(1)(iv)

	 

A
fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the
reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

	General
                                         Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer
Custodian (as applicable)


	 

1122(d)(1)(v)

	 

Aggregation
of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.

	Certificate
                                         Administrator

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	 

	 

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

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	 

1122(d)(2)(ii)

	 

Disbursements
made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

	Certificate
                                         Administrator







    Exhibit Z-1


      


    
	1122(d)(2)(iii)

	Advances
                                         of funds or guarantees regarding collections, cash flows or distributions, and any interest
                                         or other fees charged for such advances, are made, reviewed and approved as specified
                                         in the transaction agreements.

	Trustee
                                         (as applicable)1

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	1122(d)(2)(iv)

	The
                                         related accounts for the transaction, such as cash reserve accounts or accounts established
                                         as a form of overcollateralization, are separately maintained (e.g., with respect to
                                         commingling of cash) as set forth in the transaction agreements.

	Certificate
                                         Administrator

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	1122(d)(2)(v)

	Each
                                         custodial account is maintained at a federally insured depository institution as set
                                         forth in the transaction agreements. For purposes of this criterion, “federally
                                         insured depository institution” with respect to a foreign financial institution
                                         means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1)
                                         of the Exchange Act.

	Certificate
                                         Administrator

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	1122(d)(2)(vi)

	Unissued
                                         checks are safeguarded so as to prevent unauthorized access.

	Certificate
                                         Administrator

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	1122(d)(2)(vii)

	Reconciliations
                                         are prepared on a monthly basis for all asset-backed securities related bank accounts,
                                         including custodial accounts and related bank clearing accounts. These reconciliations
                                         (A) are mathematically accurate; (B) are prepared within 30 calendar days after
                                         the bank statement cutoff date, or such other number of days specified in the transaction
                                         agreements; (C) are reviewed and approved by someone other than the person who prepared
                                         the reconciliation; and (D) contain explanations for reconciling items. These reconciling
                                         items are resolved within 90 calendar days of their original identification, or
                                         such other number of days specified in the transaction agreements.

	Certificate
                                         Administrator

General
Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	 

	Investor
                                         Remittances and Reporting

	 


	1122(d)(3)(i)

	Reports
                                         to investors, including those to be filed with the Commission, are maintained in accordance
                                         with the transaction agreements and applicable Commission requirements. Specifically,
                                         such reports (A) are prepared in accordance with timeframes and other terms set
                                         forth in the transaction agreements; (B) provide information calculated in accordance
                                         with the terms specified in the transaction agreements; (C) are filed with the Commission
                                         as required by its rules and regulations; and (D) agree with investors’ or
                                         the trustee’s records as to the total unpaid principal balance and number of mortgage
                                         loans serviced by the Reporting Servicer.

	Certificate
                                         Administrator
Operating Advisor (with respect to A and B)


	1122(d)(3)(ii)

	Amounts
                                         due to investors are allocated and remitted in accordance with timeframes, distribution
                                         priority and other terms set forth in the transaction agreements.

	Certificate
                                         Administrator


	1122(d)(3)(iii)

	Disbursements
                                         made to an investor are posted within two business days to the Servicer’s investor
                                         records, or such other number of days specified in the transaction agreements.

	Certificate
                                         Administrator


	1122(d)(3)(iv)

	Amounts
                                         remitted to investors per the investor reports agree with cancelled checks, or other
                                         form of payment, or custodial bank statements.

	Certificate
                                         Administrator


	 

	Pool
                                         Asset Administration

	 


	1122(d)(4)(i)

	Collateral
                                         or security on mortgage loans is maintained as required by the transaction agreements
                                         or related mortgage loan documents.

	Custodian
General
                                         Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	1122(d)(4)(ii)

	Mortgage
                                         loan and related documents are safeguarded as required by the transaction agreements

	Custodian




 







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


      


    


 

	1122(d)(4)(iii)

	Any
                                         additions, removals or substitutions to the asset pool are made, reviewed and approved
                                         in accordance with any conditions or requirements in the transaction agreements.

	Certificate
                                         Administrator
General Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	1122(d)(4)(iv)

	Payments
                                         on mortgage loans, including any payoffs, made in accordance with the related mortgage
                                         loan documents are posted to the Servicer’s obligor records maintained no more
                                         than two business days after receipt, or such other number of days specified in the transaction
                                         agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance
                                         with the related mortgage loan documents.

	General
                                         Master Servicer

NCB
Master Servicer

 


	1122(d)(4)(v)

	The
                                         Reporting Servicer’s records regarding the mortgage loans agree with the Reporting
                                         Servicer’s records with respect to an obligor’s unpaid principal balance.

	General
                                         Master Servicer

NCB
Master Servicer


	1122(d)(4)(vi)

	Changes
                                         with respect to the terms or status of an obligor’s mortgage loans (e.g., loan
                                         modifications or re-agings) are made, reviewed and approved by authorized personnel in
                                         accordance with the transaction agreements and related pool asset documents.

	General
                                         Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	1122(d)(4)(vii)

	Loss
                                         mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu
                                         of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted
                                         and concluded in accordance with the timeframes or other requirements established by
                                         the transaction agreements.

	General
                                         Special Servicer

NCB
Special Servicer
Operating Advisor


	1122(d)(4)(viii)

	Records
                                         documenting collection efforts are maintained during the period a mortgage loan is delinquent
                                         in accordance with the transaction agreements. Such records are maintained on at least
                                         a monthly basis, or such other period specified in the transaction agreements, and describe
                                         the entity’s activities in monitoring delinquent mortgage loans including, for
                                         example, phone calls, letters and payment rescheduling plans in cases where delinquency
                                         is deemed temporary (e.g., illness or unemployment).

	General
                                         Master Servicer

NCB
Master Servicer

General
Special Servicer

NCB
Special Servicer


	1122(d)(4)(ix)

	Adjustments
                                         to interest rates or rates of return for mortgage loans with variable rates are computed
                                         based on the related mortgage loan documents.

	General
                                         Master Servicer

NCB
Master Servicer


	1122(d)(4)(x)

	Regarding
                                         any funds held in trust for an obligor (such as escrow accounts):  (A) such
                                         funds are analyzed, in accordance with the obligor’s mortgage loan documents, on
                                         at least an annual basis, or such other period specified in the transaction agreements;
                                         (B) interest on such funds is paid, or credited, to obligors in accordance with
                                         applicable mortgage loan documents and state laws; and (C) such funds are returned
                                         to the obligor within 30 calendar days of full repayment of the related mortgage loans,
                                         or such other number of days specified in the transaction agreements.

	General
                                         Master Servicer

NCB
Master Servicer

 


	1122(d)(4)(xi)

	Payments
                                         made on behalf of an obligor (such as tax or insurance payments) are made on or before
                                         the related penalty or expiration dates, as indicated on the appropriate bills or notices
                                         for such payments, provided that such support has been received by the servicer at least
                                         30 calendar days prior to these dates, or such other number of days specified in the
                                         transaction agreements.

	General
                                         Master Servicer

NCB
Master Servicer

 


	1122(d)(4)(xii)

	Any
                                         late payment penalties in connection with any payment to be made on behalf of an obligor
                                         are paid from the servicer’s funds and not charged to the obligor, unless the late
                                         payment was due to the obligor’s error or omission.

	General
                                         Master Servicer

NCB
Master Servicer

 


	1122(d)(4)(xiii)

	Disbursements
                                         made on behalf of an obligor are posted within two business days to the obligor’s
                                         records maintained by the servicer, or such other number of days specified in the transaction
                                         agreements.

	General
                                         Master Servicer

NCB
Master Servicer

 


	1122(d)(4)(xiv)

	 Delinquencies,
                                         charge-offs and uncollectible accounts are recognized and recorded in accordance with
                                         the transaction agreements.

	General
                                         Master Servicer

NCB
Master Servicer

 


	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.


    Exhibit AA-2


      


    

At
all times that the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer
are the same entity, the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special
Servicer, as applicable, may provide a combined assessment of compliance in respect of their combined responsibilities under Section
1122 of Regulation AB.





    Exhibit AA-3


      


    


EXHIBIT
BB

ADDITIONAL FORM 10-D DISCLOSURE

 

The parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator (or the applicable Master Servicer to the extent specified in Section 11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other than information as to itself).  Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller.  Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.  In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be.  For this Series 2019-BNK19 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.

 


	
Item on Form 10-D

	
Party Responsible


	
Item 1A:  Distribution and Pool Performance Information:

 

●      Item 1111(h) of Regulation AB

●      Item 1125 of Regulation AB

●      Item 1121(a)(13) of Regulation AB

 

	
●      Each Master Servicer

 

●      Certificate Administrator


	
Item 1B:  Distribution and Pool Performance Information:

 

●      Item 1121(a)(14) of Regulation AB

●      Item 1121(d) of Regulation AB

●      Item 1121(e) of Regulation AB

 

	
●      Certificate Administrator

 

●      Depositor

 

●      Asset Representations Reviewer




 




     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)

	
●      Each Master Servicer (as to itself)

 

●      Each Special Servicer (as to itself)

 

●      Certificate Administrator (as to itself)

 

●      Trustee (as to itself)

 

●      Depositor (as to itself)

 

●      Operating Advisor (as to itself)

 

●      Any other Reporting Servicer (as to itself)

 

●    Trustee/Certificate Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

 

●    Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

 

●      Originators under Item 1110 of Regulation AB

 

●      Party under Item 1100(d)(1) of Regulation AB


	
Item 3:  Sale of Securities and Use of Proceeds



	
  ●      Depositor


	
Item 4:  Defaults Upon Senior Securities



	
●      Certificate Administrator


	
Item 5:  Submission of Matters to a Vote of Security Holders



	
●      Certificate Administrator




 




     Exhibit BB-2


     


    

	
Item on Form 10-D

	
Party Responsible


	
Item 6:  Significant Obligors of Pool Assets:

 

●   
Item 1112(b) of Regulation AB provided, however, that all of the following conditions shall
apply:

 

(a) information shall be required to be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

 

(b) the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such information for such prior period; and

 

(c) the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the “Party Responsible” as described in clause (b) above.

 

	
●    Each Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

 

●    Each Special Servicer (as to Specially Serviced Loans and REO Properties)


	
Item 7:  Change in Sponsor Interest in the Securities:

 

●      Item 1124 of Regulation AB.

 

	
●    Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)


	
Item 8:  Significant Enhancement Provider Information:

 

●     
Item 1114(b)(2) and Item 1115(b) of

	
●      Depositor




 




     Exhibit BB-3


     


    

	
Item on Form 10-D

	
Party Responsible


	
        Regulation AB

 

	
 


	
Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.

	
●   Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit CC. 

 

●    
Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale
Reserve Account as of the related Distribution Date and the preceding Distribution Date) 

●    
Each Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding
Distribution Date) 

●    
Each Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the
preceding Distribution Date) 

●     Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation AB to the extent material to Certificateholders)





	
Item 10:  Exhibits (no. 3):

 

Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	
●      Depositor


	
Item 10:  Exhibits (no. 4):

 

With respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	
●      Certificate Administrator 

●      Depositor 

 

provided that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

provided, further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate 




 




     Exhibit BB-4


     


    

	
Item on Form 10-D

	
Party Responsible


	
 

	
 Administrator, then the Depositor shall be the responsible party.


	
Item 10:  Exhibits (no. 10):

 

Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

	
●    Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.


	
Item 10:  Exhibits (no. 22):

 

Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”  with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

	
●    The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.


	
Item 10:  Exhibits (no. 23):

 

Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

	
●      Depositor


	
Item 10:  Exhibits (no. 24)

 

Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	
●      Certificate Administrator 


	
Item 10:  Exhibits (no. 99)

	
●      Not Applicable.




 




     Exhibit BB-5


     


    

	
Item on Form 10-D

	
Party Responsible


	
 

Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	
 


	
Item 10:  Exhibits (no. 100)

 

XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	
●      Not Applicable.


	
Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.

	
●    Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9.01(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.


	
Item on Form 10-D

	
Party Responsible


	
Item 1A:  Distribution and Pool Performance Information:

 

●      Item 1111(h) of Regulation AB

●      Item 1125 of Regulation AB

●      Item 1121(a)(13) of Regulation AB

 

	
 

●     Certificate Administrator




 




     Exhibit BB-6


     


    
EXHIBIT CC

ADDITIONAL FORM 10-K DISCLOSURE

 

The parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself).  Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller.  Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.  In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be.  For this Series 2019-BNK19 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.

 

	
Item on Form 10-K 

	
Party Responsible


	
Item 1B:  Unresolved Staff Comments

 

	
●     Depositor




 


     Exhibit CC-1


     


    
	
Item 9B:  Other Information, but only to the extent of any information that meets all the following conditions:

 

(a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

 

(b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

 

(c) such information was not previously reported as “Additional Form 8 K Disclosure” or as “Additional Form 10-D Disclosure”

	
●    Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.


	
Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)

	
SEE BELOW


	
Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

 

●    Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information as “Additional Form 10-D Information”.

	
●     The applicable Mortgage Loan Seller.


	
Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

 

●    Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

	
●     Depositor




 


     Exhibit CC-2


     


    
	
Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

 

●    Item 1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

 

(a) information shall be required to be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

 

(b) the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such information for such prior period; and

 

(c) the information shall be reportable only to the extent that is has not previously been reported as “Additional Form 10-D Information”.

	
●    Each Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

 

●    Each Special Servicer (as to Specially Serviced Loans and REO Properties)


	
Instruction J(2)(c) (Significant Enhancement Provider Information):

 

●    Items 1114(b)(2) and 1115(b) of Regulation AB

	
●     Depositor




 


     Exhibit CC-3


     


    
	
Instruction J(2)(d) (Legal Proceedings):

 

●    Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)

	
●    Each Master Servicer (as to itself)

 

●    Each Special Servicer (as to itself)

 

●    Certificate Administrator (as to itself)

 

●    Trustee (as to itself)

 

●    Depositor (as to itself)

 

●    Trustee/Certificate Administrator / each Master Servicer/Depositor/ each Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

 

●    Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

 

●    Originators
under Item 1110 of Regulation AB

 

●   
   Party under Item 1100(d)(1) of Regulation AB


	
Instruction J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

 

1119(a) of Regulation AB,

 

but only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the following, on the other:  (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”; provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

 

and

 

●    1119(b) of Regulation AB,

	
●    Each Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

 

●    Each Special Servicer

 

●    Certificate Administrator

 

●    Trustee

 

●    Each party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a 




 


     Exhibit CC-4


     


    
	


but only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2019-BNK19 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other:  (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10 K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

 

and

 

●      1119(c) of Regulation AB,

 

but only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-BNK19 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other:  (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as 

	
“Party Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

 

●    Each party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10 K” in a written notice delivered to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than August 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 August 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 2019-BNK19 transaction) between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;  provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as 

	
●     Depositor

●     Each Mortgage Loan Seller




 






     Exhibit CC-6


     


    

 


	
“Additional Form 10-K Disclosure”.

 

and

 

●     1119(c) of Regulation AB,

 

but only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-BNK19 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

 

	
 


	
Item 15:  Exhibits (no. 2):

 

Plan of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

	
●     Depositor


	
Item 15:  Exhibits (no. 3):

 

Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	
●     Depositor


	
Item 15:  Exhibits (no. 4):

 

With respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	
●     Trustee

●     Certificate Administrator

●     Depositor

 

provided
that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this
Pooling




 






     Exhibit CC-7


     


    

 


	
 

	
and Servicing Agreement

 

provided, further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party.

 


	
Item 15:  Exhibits (no. 10):

 

Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

	
●   Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.


	
Item 15:  Exhibits (no. 11):

 

Statement
regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

	
●     Not Applicable.


	
Item 15:  Exhibits (no. 12):

 

Statement
regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

	
●     Not Applicable.


	
Item 15:  Exhibits (no. 13):

 

Annual
report to security holders, Form 10 Q and Form 10 QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of
Regulation S-K)

	
●     Not Applicable


	
Item 15:  Exhibits (no. 14):

 

Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K).

	
●     Not Applicable




 






     Exhibit CC-8


     


    

 


	
Item 15:  Exhibits (no. 16):

 

Letter re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

	
●     Not Applicable


	
Item 15:  Exhibits (no. 18):

 

Letter re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

 

	
●     Not Applicable.


	
Item 15:  Exhibits (no. 21):

 

Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

 

	
●     Depositor.


	
Item 15:  Exhibits (no. 22):

 

Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

 

	
●     Not Applicable.


	
Item 15:  Exhibits (no. 23) – Part 1 of 2 Parts:

 

Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

 

	
●     Depositor


	
Item 15:  Exhibits (no. 23) – Part 2 of 2 Parts:

 

Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing

	
●     Each Master Servicer

●     Each Special Servicer

●     Depositor

●     Any other Servicing Function Participant

 

provided,
however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
such consent only to the extent that such party is





 






     Exhibit CC-9


     


    

 


	
Agreement.

	
required
to deliver or cause the delivery of the related attestation report.


	
Item 15:  Exhibits (no. 24)

 

Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	
●    Certificate Administrator


	
Item 15:  Exhibits (no. 31(i))

 

Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

	
●    Not Applicable


	
Item 15:  Exhibits (no. 31(ii))

 

Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

	
●    Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.


	
Item 15:  Exhibits (no. 32)

 

Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).

	
●    Not Applicable.


	
Item 15:  Exhibits (no. 33)

 

Report on assessment of compliance with servicing criteria for asset-backed securities  (Exhibit No. 33 of Item 601 of Regulation S-K).

	
●    Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.


	
Item 15:  Exhibits (no. 34)

 

Attestation report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

	
●    Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.


	
Item 15:  Exhibits (no. 35)

 

Servicer compliance statement (Exhibit No. 35 

	
●    Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.





 






     Exhibit CC-10


     


    

 


	of
Item 601 of Regulation S-K).	
	
Item 15:  Exhibit (no. 36)

 

Certification For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

	
●    Depositor


	
Item 15:  Exhibits (no. 99)

 

Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	
●    Not Applicable.


	
Item 15:  Exhibits (no. 100)

 

XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	
●    Not Applicable.


	
Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.

	
●    Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).


	
Item 15:  Exhibit (no. 101)

 

Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).

	
Not Applicable


	
Item 15:  Exhibit (no. 102)

 

Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).

	
[Certificate Administrator]
[Depositor]


	
Item 15:  Exhibit (no. 103)

 

Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).

	
[Certificate Administrator]

[Depositor]




 






     Exhibit CC-11


     


    

 


EXHIBIT DD

FORM 8-K DISCLOSURE INFORMATION

 

The parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).  Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller.  Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.  In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be.  For this Series 2019-BNK19 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.

 

	
Item on Form 8-K

	
Party Responsible


	
Item 1.01:  Entry into a Material Definitive Agreement

	
●    Depositor, except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts to which the registrant or a subsidiary thereof is a party).

 

●    Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent





 


     Exhibit DD-1


     


    
	 	of any amendment or definitive agreement that satisfies all the following conditions:  (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

	
Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts

	

●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.


	
Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts

	
●     Depositor, to the extent of any material agreement not covered in the prior item


	
Item 1.03:  Bankruptcy or Receivership

	
●     Depositor


	
Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an 

	
●     Depositor





 


     Exhibit DD-2


     


    
	Obligation
under an Off-Balance Sheet Arrangement	●    
                                         Certificate Administrator

	
Item 3.03:  Material Modification to Rights of Security Holders

	
●     Certificate Administrator


	
Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

	
●     Depositor


	
Item  6.01:  ABS Informational and Computational Material

	
●     Depositor


	
Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee

	
●     Trustee

●     Depositor


	
Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer

	
●     Certificate Administrator

●     Each Master Servicer or each Special Servicer, as the case may be (in each case, as to itself)


	
Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.

	
●     Each Master Servicer (as to a party appointed by such Master Servicer)

●     Each Special Servicer

●     Certificate Administrator

●     Depositor


	
Item 6.03:  Change in Credit Enhancement or External Support

	
●     Depositor

●     Certificate Administrator


	
Item 6.04:  Failure to Make a Required Distribution

	
●     Certificate Administrator


	
Item 6.05:  Securities Act Updating Disclosure

	
●     Depositor


	
Item 7.01:  Regulation FD Disclosure

	
●     Depositor


	
Item 8.01:  Other Events

	
●     Depositor


	
Item 9.01(d):  Exhibits (no. 1):

 

Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

	
●     Not applicable


	
Item 9.01(d):  Exhibits (no. 2):

 

Plan of acquisition, reorganization, 

	
●     Depositor




 


     Exhibit DD-3


     


    
	arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)	 
	
Item 9.01(d):  Exhibits (no. 3):

 

Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	
●     Depositor


	
Item 9.01(d):  Exhibits (no. 4):

 

With respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	
●     Certificate Administrator

 

provided that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement


	
Item 9.01(d):  Exhibits (no. 7):

 

Correspondence from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review.  (Exhibit No. 7 of Item 601 of Regulation S-K)

	
●     Not Applicable


	
Item 9.01(d):  Exhibits (no. 14):

 

Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

	
●     Not Applicable


	
Item 9.01(d):  Exhibits (no. 16):

 

Letter re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

	
●     Not Applicable


	
Item 9.01(d):  Exhibits (no. 17):

 

Correspondence on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

	
●     Not Applicable


	
Item 9.01(d):  Exhibits (no. 20):

 

Other documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

	
●     Not Applicable




 


     Exhibit DD-4


     


    
	
Item 9.01(d):  Exhibits (no. 23):

 

Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

	
●     Depositor


	
Item 9.01(d):  Exhibits (no. 24)

 

Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	
●     Certificate Administrator


	
Item 15:  Exhibits (no. 99)

 

Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	
●     Not Applicable.


	
Item 15:  Exhibits (no. 100)

 

XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	
●     Not Applicable.








 


     Exhibit DD-5


     


    


EXHIBIT
EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA
EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19—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 August 1, 2019 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association, as General Master Servicer, LNR Partners, 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, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed
on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 









    Exhibit EE-1


     


    

 


Any inquiries related to this notification
should be directed to [                      ], phone number: [                      ]; email address: [                      ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	cc:  Depositor	 	 



 












    Exhibit EE-2


     


    

 


EXHIBIT
FF



INITIAL SUB-SERVICERS


 


		1.	Holliday Fenoglio Fowler, L.P.



 


		2.	CBRE Loan Services, Inc.



 


		3.	Barry Slatt Mortgage



 


		4.	Grandbridge Real Estate Capital, LLC



 


		5.	Bellwether Enterprise Real Estate Capital, LLC



 


		6.	Berkadia Commercial Mortgage LLC



 









    Exhibit FF-1


     


    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


None.



 









    Exhibit GG-1


     


    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


BANK 2019-BNK19, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK19 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer] [National Cooperative Bank, N.A.,
as NCB Master Servicer] [LNR Partners, LLC, as General Special Servicer] [National Cooperative Bank, N.A., as NCB Special Servicer]
[Wells Fargo Bank, National Association, as Certificate Administrator] [Custodian] [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 General Master Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer]

[LNR PARTNERS, LLC,

as General Special Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as [Certificate Administrator][Custodian]]

[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 NOTIFICATION


 


VIA E-MAIL:


 


To: Wells Fargo Bank, National Association,
as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


Ref: BANK 2019-BNK19, Additional Debt Notice
for From 10-D


 


The following information is being furnished
to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	Portfolio
    Name	Mortgage

    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	BANK 2019-BNK19	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	  $	 	 	 	 	 	 	 	 	 	 	 
	BANK 2019-BNK19	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	  $	 	 	 	 	 	 	 	 	 	 	 
	BANK 2019-BNK19	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	  $	 	 	 	 	 	 	 	 	 	 	 





 






    Exhibit KK-1


     


    

 


EXHIBIT
LL



[RESERVED]


 









    Exhibit LL-1


     


    

 


EXHIBIT
MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:

      CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2019-BNK19—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 August 1, 2019 (the “Pooling and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as General Master Servicer, LNR Partners, 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,
the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed
on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Accounts
and REO Account balance information:


 


	Account
    Name	Beginning
    Balance as of 

MM/DD/YYYY	Ending
    Balance as of 

MM/DD/YYYY
	General Master
    Servicer’s Collection Account	 	 
	NCB Master
    Servicer’s Collection Account	 	 
	REO Account	 	 





 



    Exhibit MM-1


     


    

 





List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                          ], phone number: [                          ]; email address: [                          ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	cc:  Depositor	 	 





 





 






    Exhibit MM-2


     


    

 


EXHIBIT
NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

     as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2019-BNK19





Email: trustadministrationgroup@wellsfargo.com

and cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

    as General Master Servicer

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK19 Asset Manager

Telecopy Number: (704) 715-0036


 


National Cooperative Bank, N.A.





as NCB Master Servicer and NCB Special Servicer

2011 Crystal Drive, Suite 800





Arlington, Virginia 22202





Attention: Kathleen Luzik, Chief Operating Officer





Facsimile number (703) 647-3473





Email: kluzik@ncb.coop


 





LNR Partners, LLC

     as General Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and

lnr.cmbs.notices@lnrproperty.com


 


Park Bridge Lender Services LLC

    as Operating Advisor





600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2019-BNK19 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 



    Exhibit NN-1


     


    




 


		Re:	BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of August
1, 2019, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, LNR Partners, 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, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer



 


This letter is delivered to you, pursuant
to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 





	 	 	 
	 	 	 
	 	 	 






 


Contact Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority
interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that any Control Termination
Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under
the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice” on
your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	
	 	          (Transferee)
	 	 	 






 






    Exhibit NN-2


     


    

 


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit NN-3


     


    












EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


		1.	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 as described in the detailed scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 






1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






     Exhibit OO-1


     


    




 





	 	PARK BRIDGE LENDER SERVICES LLC,
        as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	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:	BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	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 as described in the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 






1 This report is an
indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and
content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without
limitation, provisions relating to Privileged Information.


 






     Exhibit PP-1


     


    

 


 





	 	PARK BRIDGE LENDER SERVICES LLC,
        as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



     Exhibit PP-2


     


    




Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	Test
                                         failures

        

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations
    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	[21]	[Compliance
    with Usury Laws]
	[31]	[Single-Purpose
    Entity]





 






     Exhibit PP-3


     


    

 


EXHIBIT
QQ



ASSET REVIEW PROCEDURES


 


In the event of any conflict
between this Exhibit QQ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control
and govern the Asset Representation Reviewer’s responsibilities and duties with respect to the Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


		Step 1	Asset
Representations Reviewer (“ARR”) receives the following items before beginning its review:



 


		■	CREFC® Delinquent Mortgage Loan Status Report



 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Notice of Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	Asset Review Notice



 


		■	List of all Subject Loans



 


		■	Review Materials for each Subject Loan via Secure Data Room access, including the Diligence File



 


		■	Any Unsolicited Information (if applicable)



 


Step 2     For each
Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if
any, Review Materials for such Subject Loan are missing, using the list of documents provided in the definition of “Mortgage
File” of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist
from the origination of such Subject Loan, to guide its review and determination.


 






     Exhibit QQ-4


     


    

 


	Step 3	If ARR determines that the information made available
to it in the Secure Data Room with respect to any Subject Loan is missing any documents required to complete an Asset Review of
such Subject Loan, ARR prepares list of such missing documents and, within the time periods specified in Section 12.01
of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with
respect to Specially Serviced Loans) of such missing documents, and request that the Master Servicer or the Special Servicer,
as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing
documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents
from the related Mortgage Loan Seller.



 


Analysis
and Testing of Representations and Warranties


 


	Step 4	For each Subject Loan for which ARR has received all
Review Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with each
representation and warranty made by the related Mortgage Loan Seller with respect to such Subject Loan as follows:



 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable or related to such representation
or warranty to determine whether there is any evidence that such representation or warranty was not true when made by the related
Mortgage Loan Seller.



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used in its testing of such representation and warranty;



 


		●	whether ARR has determined that there is any evidence that such representation or warranty was not true when made by the related
Mortgage Loan Seller; and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to have been true when made by
the related Mortgage Loan Seller and ARR’s basis for its conclusion;



 


		○	completing the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated herein with respect
to each representation and warranty.



 


		■	ARR will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.



 









     Exhibit QQ-5


     


    

 


EXHIBIT
RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) - BANK 2019-BNK19

Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	BANK 2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of August
1, 2019 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, 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, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an authorized representative of the
Depositor][a designee of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes
of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise
make information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that
the representations above remains true and correct.



 






     Exhibit RR-1


     


    

 





		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*



 










BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 





Dated: _______


 








	[Wells Fargo Commercial Mortgage Securities, Inc.,
 as Depositor]*	
	 	 	 
	By:		 
	 	[Name]	
	 	[Title]	





 








 






*
Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access
to the Secure Data Room. 





 










     Exhibit RR-2


     


    













EXHIBIT
SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	 	 
	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: BANK 2019-BNK19 Asset Manager	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BANK 2019-BNK19 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	 
	LNR
    Partners, LLC

    1601 Washington Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and

    lnr.cmbs.notices@lnrproperty.com	National
    Cooperative Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention: Kathleen Luzik, Chief Operating Officer

    Facsimile number (703) 647-3473

    Email: kluzik@ncb.coop

    



		Attention:	BANK
                                         2019-BNK19, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, LNR Partners, 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, 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 BANK 2019-BNK19,
                            Commercial Mortgage Pass-Through Certificates, Series 2019-BNK19



 


	 	By:	 
			

                                         [Name]

                                         [Title]



 




    Exhibit SS-2


    


    

 


EXHIBIT
TT



FORM OF INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT FOR NCB CO-OP MORTGAGE LOANS


 


THIS
INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__
between [_______], a [___________] having an office at [__________] in its capacity as senior lender (“Lender”),
and [_________], a [_________] having an office at [__________] in its capacity as subordinated lender (“Subordinated
Lender”).


 


W
I T N E S S E T H:


 


WHEREAS,
Lender is the holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the
date hereof in the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS,
Subordinated Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower
in the amount of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS,
Lender and Subordinated Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective
interests in the Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements
with Borrower;


 


NOW,
THEREFORE, in consideration of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lender and Subordinated Lender agree as follows:


 


Defined
Terms. As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall
otherwise require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 



    Exhibit SS-1


    


    

 





“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or under
management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning commercial
or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event
of Default” – Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which has
occurred and is continuing beyond any applicable grace or curative period, and (ii) with respect to the Subordinated Loan and
the Subordinated Loan Documents, any default thereunder which has occurred and is continuing beyond any applicable grace or curative
period.


 


“Loan
Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a first lien upon the Project and any other documents evidencing and securing
the Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from
time to time, in accordance with the terms hereof.


 


“Permitted
Fund Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund with
committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any
federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form
of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements located
or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).


 



    Exhibit SS-2


    


    

 





“Qualified
Transferee” – Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one or more of
the following:


 


(A)       a
real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)       an
investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the Eligibility
Requirements;


 


(C)       an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies the
Eligibility Requirements;


 


(D)      
any entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)       a
Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer
Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization
Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this
definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO
Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that
are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any of the relevant trustee, special
servicer, or manager fails to meet the requirements of this clause (E), such Person must be replaced by a Person meeting the requirements
of this clause (E) within thirty (30) days; or


 


(F)       an
investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity
that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the general partner,
managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition.


 


“Qualified
Trustee” – Shall mean (i) a corporation, national bank, national banking association or a trust company, organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers


 



    Exhibit SS-3


    


    

 


and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.


 


“Rating
Agencies” – Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized
statistical rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that
have rated any of the Certificates.


 


“Rating
Agency Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require
a Rating Agency Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required
Special Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special servicer
is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12)
month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on
any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.         Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)       Subordinated
Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all of the terms and provisions
of the Loan Documents, (ii) the continued performance of the Loan Documents


 



    Exhibit SS-4


    


    

 


will
not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default
under the Subordinated Loan Documents, and (iii) any application or use of the proceeds of the Loan for purposes other than those
provided in the Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)       Lender
hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this Agreement, all
of the terms and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance of the Subordinated
Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would
constitute a default under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated Loan for purposes
other than those provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and provisions of this
Agreement or the Subordinated Loan Documents.


 


2.         Representations
and Warranties.


 


(a)       Subordinated
Lender hereby represents and warrants as follows:


 


(i)       Subordinated
Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents. To Subordinated
Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under any of the Subordinated Loan Documents.


 


(ii)      Subordinated
Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security interest, option
or other charge or encumbrance.


 


(iii)     There
are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(iv)     Subordinated
Lender has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.


 


(v)      Subordinated
Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to
execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)     All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated Lender have
been duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vii)    Subordinated
Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of
Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to


 



    Exhibit SS-5


    


    

 


(a)
applicable bankruptcy, reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless
of whether a proceeding is brought in law or in equity.


 


(viii)    To
Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of,
or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated Lender of
the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)       None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated Lender, (b) to Subordinated
Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person
the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under
the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Subordinated Lender is a
party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge, result in the creation of any
lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets
of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or
other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency
or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated Lender or
upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s knowledge,
constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated Lender.


 


(x)      The
Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)      Lender
hereby represents and warrants as follows:


 


(i)       Lender
has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s actual
knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Loan Documents.


 


(ii)       Lender
is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge or encumbrance.


 


(iii)      There
are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or waived.


 



    Exhibit SS-6


    


    

 





(iv)       Lender
is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)       All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been duly taken,
and all such actions continue in full force and effect as of the date hereof.


 


(vi)       Lender
has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Lender
enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency and moratorium
laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.


 


(vii)      To
Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated
by this Agreement other than those that have been obtained.


 


(viii)      None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Lender, (b) to Lender’s
knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to
terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms
of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender is a party or to which
any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien, charge, encumbrance, mortgage,
lease, claim, security interest, or other right or interest upon the properties or assets of Lender pursuant to the terms of any
such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (d) violate any judgment,
order, injunction, decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which
Lender has knowledge against, or binding upon, Lender or upon any of the securities, properties, assets, or business of Lender
or (e) to Lender’s knowledge, constitute a violation by Lender of any statute, law or regulation that is applicable to Lender.


 


(ix)       The
Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.         Subordination
and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated Loan Documents
(and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated Loan, in
each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby and all
of the foregoing (collectively, the


 



    Exhibit SS-7


    


    

 


“Subordinated
Interests”) shall at all times be junior, subject and subordinate to the lien and security interest created by the Loan
Documents and all of the terms, covenants, conditions, rights and remedies contained in the Loan Documents, and no amendments
or modifications of the Loan Documents or waivers of any provisions thereof shall affect the subordination of the Subordinated
Interests as set forth in this Section 3, it being understood and agreed that the Loan Documents and the liens and security interests
created thereby shall be and remain a prior lien against the Project. In addition, all of Subordinated Lender’s rights to
payment of the Subordinated Loan and the obligations evidenced by the Subordinated Loan Documents are hereby subordinated to all
of Lender’s rights to payment by Borrower of the Loan and the obligations secured by the Loan Documents, and Subordinated
Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received
directly, indirectly or by set-off, counterclaim or otherwise) from Borrower and/or from the Project upon the occurrence and during
the continuance of an Event of Default (as defined in the Loan Documents) under the Loan. If a Proceeding shall have occurred,
Lender shall be entitled to receive payment and performance in full of all amounts due or to become due to Lender before Subordinated
Lender is entitled to receive any payment on account of the Subordinated Loan. All payments or distributions upon or with respect
to the Subordinated Loan which are received by Subordinated Lender contrary to the provisions of this Agreement shall be received
and held in trust by the Subordinated Lender for the benefit of Lender and shall be paid over to Lender in the same form as so
received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash
property or securities) for, the payment or performance of the Loan in accordance with the terms of the Loan Documents. Nothing
contained herein shall prohibit the Subordinated Lender from making protective advances (and adding the amount thereof to the
principal balance of the Subordinated Loan) notwithstanding the existence of a default under the Loan at such time.


 


4.       Modifications,
Amendments, Etc.


 


(a)      Lender
shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”)
of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal
amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents,
(iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension
options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any
other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting
transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any
contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation
of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited
or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount
of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be
obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender,
compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default


 



    Exhibit SS-8


    


    

 


(as
defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal
amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding
the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making
of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof
(including default interest), shall not be deemed to contravene this Section 2.


 


(b)       Subordinated
Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated Loan Modification”)
of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan Modification shall (i) increase
the interest rate or principal amount of the Subordinated Loan, (ii) increase in any other material respect any monetary obligations
of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled maturity date of the Subordinated Loan (except
that Subordinated Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of
the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan into or for any other indebtedness or subordinate
the Subordinated Loan to any indebtedness of Borrower, (v) provide for any additional contingent interest, additional interest
or so called “kicker” measured on the basis of the cash flow or appreciation of the Project (or other similar equity
participation), (vi) amend or modify the provisions of the Subordinated Loan Documents limiting transfers of direct or indirect
interest in Borrower, (vii) modify or amend the terms and provision of any Subordinated Loan Document with respect to the manner,
timing or method of the application of payments under the Subordinated Loan Documents, (vi) cross default the Subordinated Loan
with any other indebtedness, or (vii) amend or modify the provisions limiting transfers of interests in the Borrower or the Project.
Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Subordinated Loan Documents,
Subordinated Lender shall be permitted to modify or amend the Subordinated Loan Documents in connection with a work out or other
surrender, compromise, release, renewal or modification of the Subordinated Loan except that under no conditions shall clause
(i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only),
clause (iv) or clause (v) be modified without the written consent of the Lender. In addition and notwithstanding the foregoing
provisions of this Section 6(b), any amounts funded by the Subordinated Lender under the Subordinated Loan Documents as a result
of (A) the making of any Protective Advances or other advances by the Subordinated Lender, or (B) interest accruals or accretions
and any compounding thereof (including default interest), shall not be deemed to contravene this Section 6(b).


 


(c)       Lender
shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters, waivers
or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments have
been executed by Lender.


 


(d)       Subordinated
Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations,





 



    Exhibit SS-9


    


    

 


changes or revisions to any one or more
of the Subordinated Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed
or delivered by Subordinated Lender) within a reasonable time after any of such applicable instruments have been executed by Subordinated
Lender.


 


5.         Default
Notice.


 


(a)       Subordinated
Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving of such notice of
default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default. Lender may, but
shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by Lender as and for
the cure by Borrower.


 


(b)       Lender
shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice of default
to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may, but shall
not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and for the
cure by Borrower.


 


6.        Casualty
and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or
a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior
interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”).
Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in
any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns
its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees
to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written
confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by
Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing
agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either
the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore
the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and
required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have
claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender
of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall
continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award
or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to
be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from
any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair
and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available
to the Borrower


 



    Exhibit SS-10


    


    

 


for
the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.


 


7.       Foreclosure
of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall remain outstanding, (A)
due notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given to Lender, and true copies
of all papers served or entered in such action will be delivered to Lender, (B) no portion of the rents, issues and profits of
the Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents except through a receiver
appointed by the court in which such foreclosure action is brought, after due notice for the appointment of such receiver shall
have been given to Lender, (C) the rents, issues and profits collected by any such receiver shall be applied first to the payment
of taxes, maintenance and operating charges and disbursements incurred in connection with the operation and maintenance of the
Project and next to the payment of principal and interest (including, without limitation, default interest and late payment charges)
due under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action shall be brought for the
foreclosure of the Loan Documents and an application shall be made for an extension of the receivership for the benefit of Lender,
all such rents, issues and profits held by such receiver as of the date of such application shall be applied by the receiver solely
for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof until Lender has received
all amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents to, and shall not object
to, any action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated Lender further
agrees that it shall not institute any action or proceeding for the appointment of a receiver at any time during which a receiver
shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or caused the appointment
of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to take all action reasonably
necessary to terminate such appointment in order to facilitate Lender’s appointment of same.


 


8.       Rights
of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective Advance
by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior to the
payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies under
the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall not
acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other collateral
now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan Documents
or the liens, rights, estates and interests created thereby.


 


9.       Transfer
of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated
Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee
shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such Transfer
is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated Lender hereunder and
agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and
warranties contained herein for the benefit of the Lender.


 



    Exhibit SS-11


    


    

 





At
least five (5) days prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification
that such transfer will be made in accordance with this Section 9, such certification to include the name and contact information
of the Qualified Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated
Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge customary fees in connection with any such action, which fee, together with
any and all other reasonable costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same,
including, without limitation, reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender
may, from time to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any
such Transfer or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects
set forth in this Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions
of this Agreement.


 


Notwithstanding
anything contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.       Notices.
All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage prepaid, return
receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices shall be
deemed to have been given when received. Either party may change its address for notices hereunder by written notice to the other
party.


 


11.       Obligations
Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated Lender under this Agreement
shall remain in full force and effect irrespective of:


 


(i)        any
lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or instrument
relating thereto;


 


(ii)       any
taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent
to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)      any
manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan, or any manner
of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any other assets
of Borrower or any other Affiliates of Borrower;


 


(iv)      any
change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower;
or


 



    Exhibit SS-12


    


    

 





(v)       any
other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor
or a Lender subject to the terms hereof.


 


12.       Continued
Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated Lender
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.       Estoppel.


 


(a).      Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth the
then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the Subordinated
Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under the Subordinated
Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by Lender and by any prospective
purchaser of all or any interest in the Loan.


 


(b).      Lender
shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement
setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the
Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended
that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective
purchaser of all or any interest in the Subordinated Loan.


 


14.       No
Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to inure to Borrower,
or any other Person other than the respective successors and permitted assignees of the parties hereto. This Agreement may not
be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change
is sought.


 


15.       Counterpart
Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.


 


16.       No
Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.


 


17.       No
Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or joint tenancy
relationship between or among any of the parties hereto.


 



    Exhibit SS-13


    


    

 





18.       Captions.
The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed
to be a part hereof.


 


19.       Conflicts.
In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this Agreement shall control.


 


20.       No
Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform all of the
terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of Borrower under
the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions, obligations,
covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under the Subordinated
Loan Documents.


 


21.       Severability.
In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law,
and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions
or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same
affect the validity or enforceability of any other provision of this Agreement.


 


22.       Expenses.


 


(a)       Subordinated
Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection with the (i) exercise or enforcement
of any of the rights of Lender against Subordinated Lender hereunder to the extent that Lender is the prevailing party in any
dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe any of the provisions hereof.


 


(b)       Lender
agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the extent that Subordinated
Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform or observe any of the
provisions hereof.


 


23.       Injunction.
Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary damages are not an adequate
remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated Lender hereunder would cause
irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach of this Agreement by the other,
the remedies of


 



    Exhibit SS-14


    


    

 


injunction,
declaratory judgment and specific performance shall be available to such non breaching party.


 


24.       Each
of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated Loan
Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated Lender
agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.       Waiver
of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 


26.       Successors
and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and their respective permitted
successors and assigns. Lender shall have the right to record this Agreement.


 


27.       Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.


 


28.       Amendments.
No provision of this Agreement shall be waived, amended or supplemented except by written agreement of the party charges with
such waiver, amendment or supplement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 







	 	LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	 
	 	 	 
	 	SUBORDINATED LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	 







 




    Exhibit SS-15


    


    

	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)




  


On
the __ day of ________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


 





	 	 
	 	Signature
        and Office of individual

        

        taking
        acknowledgment

        









 


	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)





  


On
the ___ day of _________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.


 

	 	 
	 	Signature
        and Office of individual

        

        taking
        acknowledgment

        






 




    Exhibit SS-16


    


    

SCHEDULE
1



MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	Grand
                                         Canal Shoppes



 


		2.	Waterford
                                         Lakes Town Center



 


		3.	350
                                         Bush Street



 


		4.	30
                                         Hudson Yards



 


		5.	Nova
                                         Place



 


		6.	Moffett
                                         Towers - Buildings 3 & 4



 


		7.	The
                                         Alhambra



 


		8.	One
                                         Financial Plaza



 


		9.	Ford
                                         Factory



 


		10.	450-460
                                         Park Avenue South



 


		11.	Eleven
                                         Seventeen Perimeter



 


		12.	Polo
                                         Towne Crossing SC



 




    Schedule 1-1


    


    

SCHEDULE
2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


See
Annex E to the Prospectus


 




    Schedule 2-1


    


    

SCHEDULE
3



MORTGAGE LOANS (OTHER THAN NCB CO-OP MORTGAGE LOANS) WITH EARNOUT, OR PERFORMANCE ESCROWS OR RESERVES EXCEEDING 10% OF THEIR RESPECTIVE
INITIAL PRINCIPAL BALANCES


 


	Mortgage
    Loan Number	Mortgage
    Loan Name	Reserve
    Description	Applicable
    Escrow or Reserve (Initial Amount)
	2	Waterford
    Lakes Town Center	Regal
    Holdback Reserve	$22,500,000
	10	The
    Alhambra	Land
    Entitlement Contingency Reserve; Existing TI/LC Obligations Reserve	$6,000,000;
    $9,668,623.85
	11	One
    Financial Plaza	TI/LC	$5,000,000




























 






    Schedule 3-1