Exhibit 4.17


 


Execution Copy





 


WELLS
FARGO BANK,

NATIONAL ASSOCIATION,

Master Servicer


  


and


 


KEYBANK
NATIONAL ASSOCIATION,

Primary Servicer


 


PRIMARY
SERVICING AGREEMENT

Dated as of December 1, 2017


 


UBS
Commercial Mortgage Trust 2017-C7,


 Commercial
Mortgage Pass-Through Certificates





Series
2017-C7


 




     


     


    

 


TABLE
OF CONTENTS


 








	 	Page
	 	 
	ARTICLE I                       DEFINITIONS	1
	 	 
	 	Section 1.01	Defined Terms	1
	 	 	 	 
	ARTICLE II MASTER SERVICER’S ENGAGEMENT OF PRIMARY SERVICER TO PERFORM SERVICING RESPONSIBILITIES	2
	 	 
	 	Section 2.01	Contract for Servicing; Possession of Mortgage
    Loan Documents	2
	 	 	 	 
	 	Section 2.02	Notice of Breach of Representations and Warranties	3
	 	 	 	 
	ARTICLE III SERVICING OF THE MORTGAGE LOANS AND THE SERVICED COMPANION LOAN	3
	 	 
	 	Section 3.01	Primary Servicer to Service	3
	 	 	 	 
	 	Section 3.02	Merger or Consolidation of the Primary Servicer	16
	 	 	 	 
	 	Section 3.03	Limitation on Liability of the Primary Servicer
    and Others	16
	 	 	 	 
	 	Section 3.04	Primary Servicer Not to Resign	17
	 	 	 	 
	 	Section 3.05	No Transfer or Assignment of Servicing	17
	 	 	 	 
	 	Section 3.06	Indemnification	18
	 	 	 	 
	ARTICLE IV DEFAULT	18
	 	 
	 	Section 4.01	Events of Default	18
	 	 	 	 
	 	Section 4.02	Waiver of Defaults	21
	 	 	 	 
	 	Section 4.03	Other Remedies of Master Servicer	21
	 	 	 	 
	ARTICLE V                      TERMINATION	21
	 	 
	 	Section 5.01	Termination	22
	 	 	 	 
	 	Section 5.02	Termination With Cause	22
	 	 	 	 
	 	Section 5.03	Termination of Duties with Respect to Specially
    Serviced Loans	22
	 	 	 	 
	ARTICLE VI MISCELLANEOUS	22
	 	 
	 	Section 6.01	Successor to the Primary Servicer	22
	 	 	 	 
	 	Section 6.02	Financial Statements	23
	 	 	 	 
	 	Section 6.03	Closing	23
	 	 	 	 
	 	Section 6.04	Closing Documents	23
	 	 	 	 
	 	Section 6.05	Notices	24







 






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TABLE
OF CONTENTS


 


(continued)


 








	 	 	 	Page
	 	 	 	 
	 	Section 6.06	Severability Clause	25
	 	 	 	 
	 	Section 6.07	Counterparts	25
	 	 	 	 
	 	Section 6.08	Governing Law	25
	 	 	 	 
	 	Section 6.09	Protection of Privileged Information	25
	 	 	 	 
	 	Section 6.10	Intention of the Parties	25
	 	 	 	 
	 	Section 6.11	Third Party Beneficiary	26
	 	 	 	 
	 	Section 6.12	Successors and Assigns; Assignment of Agreement	26
	 	 	 	 
	 	Section 6.13	Waivers	26
	 	 	 	 
	 	Section 6.14	Exhibits	26
	 	 	 	 
	 	Section 6.15	General Interpretive Principles	26
	 	 	 	 
	 	Section 6.16	Complete Agreement	26
	 	 	 	 
	 	Section 6.17	Further Agreement	27
	 	 	 	 
	 	Section 6.18	Amendments	27



 











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	EXHIBIT A MORTGAGE LOAN SCHEDULE	A-1
	EXHIBIT B PRIMARY SERVICER’S OFFICER’S
    CERTIFICATE	B-1
	EXHIBIT C POOLING AND SERVICING AGREEMENT	C-1
	EXHIBIT D RESERVED	 
	EXHIBIT E QUARTERLY SERVICING CERTIFICATION	E-1
	EXHIBIT F FORM OF ACCOUNT CERTIFICATION	F-1
	EXHIBIT G FORM OF COLLECTION REPORT	G-1
	EXHIBIT H FORM OF CERTIFICATE OF INSURANCE	H-1
	EXHIBIT I NEW LEASE INFORMATION	I-1
	EXHIBIT J MONTHLY SERVICING ACCOUNTS CERTIFICATION	J-1










 




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This
is a Primary Servicing Agreement (the “Agreement”), dated as of December 1, 2017, by and between KEYBANK NATIONAL
ASSOCIATION, having an office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its successors and assigns
(the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at c/o Commercial Mortgage
Servicing, MAC D1050-084, Three Wells Fargo, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina 28202, and
its successors and assigns (the “Master Servicer”).


 


WITNESSETH:


 


WHEREAS,
UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”), Pentalpha
Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”), and the Master Servicer have entered into
that certain Pooling and Servicing Agreement dated as of December 1, 2017, as amended, modified and restated from time to time
(the “Pooling and Servicing Agreement”), whereby the Master Servicer shall service certain mortgage loans and
related companion loan on behalf of the Trustee;


 


WHEREAS,
Section 3.20 of the Pooling and Servicing Agreement authorizes the Master Servicer to enter into this agreement with the
Primary Servicer whereby the Primary Servicer shall service the mortgage loan or mortgage loans, as applicable, listed on Exhibit
A (the “Mortgage Loan Schedule”) attached hereto (herein referred to as the “Mortgage Loans”)
and the HRC Hotels Portfolio Serviced Pari Passu Companion Loan (the “Serviced Companion Loan”) on behalf of
the Master Servicer.


  


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


  


ARTICLE
I


 



DEFINITIONS


 


Section
1.01             Defined Terms.


 


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


  


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


 






    1


     


    

 


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


  


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


  


“Primary
Servicer Collection Account” shall have the meaning set forth in Section 3.01(c)(7) of this Agreement.


  


“Primary Servicer
Remittance Amount” shall mean, with respect to any date and with respect to the Mortgage Loans, an amount equal to, without
duplication, (a) the sum of (i) the aggregate of the amounts on deposit attributable to the Mortgage Loans in the Primary Servicer
Collection Account as of such date, (ii) if and to the extent not included in the amount referred to in subclause (a)(i), the aggregate
amount transferred from the REO Account (if established) to the Primary Servicer as of such date, to the extent not previously
remitted to the Master Servicer, (iii) the aggregate of all other amounts received with respect to the Mortgage Loans and the Serviced
Companion Loan as of such date to the extent not previously remitted to the Master Servicer, and (iv) if and to the extent not
previously remitted to the Master Servicer, any amounts deposited by the Primary Servicer pursuant to Section 3.01(c)(23)
of this Agreement; net of (b) the portion of the amount described in subclause (a) of this definition that represents one or more
of the following: (i) Escrow Payments or (ii) any amounts that the Primary Servicer is entitled to retain as compensation pursuant
to Section 3.11 of the Pooling and Servicing Agreement as incorporated herein pursuant to Section 3.01(c)(18) of
this Agreement.


  


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


  


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


  


“Primary
Servicer Serviced Whole Loan Remittance Date” shall mean, with respect to any Serviced Companion Loan, the Determination
Date.


 


“Primary
Servicing Fee” shall mean, with respect to each Mortgage Loan and Serviced Companion Loan and related REO Loan, the
fee payable to the Primary Servicer pursuant to Section 3.01(c)(18) of this Agreement.


  


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


  


“Serviced
Companion Loan” shall have the meaning specified in the recitals hereto.


  


“Serviced
Whole Loan” shall mean the HRC Hotels Portfolio Serviced Pari Passu Companion Loan together with the related Mortgage
Loan.


 






    2


     


    

 


ARTICLE
II


 


MASTER
SERVICER’S ENGAGEMENT OF PRIMARY SERVICER

TO PERFORM SERVICING RESPONSIBILITIES


  


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


  


The
Master Servicer, by execution and delivery of this Agreement, does hereby contract with the Primary Servicer, subject to the terms
of this Agreement, for the servicing of the Mortgage Loans and the Serviced Companion Loan. On and after the Closing Date, the
Primary Servicer shall hold any portion of the Servicing File or the Mortgage File (including without limitation, any original
letter of credit) in the possession of the Primary Servicer in trust by the Primary Servicer, on behalf of the Master Servicer
for the benefit of the Certificateholders. The Primary Servicer’s possession of any portion of the Servicing File or the
Mortgage File shall be at the will of the Master Servicer and the Trustee for the sole purpose of facilitating the servicing or
the supervision of servicing of the related Mortgage Loan and Serviced Companion Loan pursuant to this Agreement, and such retention
and possession by the Primary Servicer shall be in a custodial capacity only. Any portion of the Servicing File or the Mortgage
File retained by the Primary Servicer shall be identified to reflect clearly the ownership of the related Mortgage Loan by the
Trustee. The Primary Servicer shall release from its custody any Servicing File or any Mortgage File retained by it only in accordance
with this Agreement and the Pooling and Servicing Agreement. The Primary Servicer shall hold the original of each letter of credit
relating to a Mortgage Loan in trust on behalf of the Trust in order to draw on such letter of credit on behalf of the Trust.
The Primary Servicer shall forward a copy of each letter of credit to the Master Servicer. During the term of this Agreement,
the Primary Servicer will also provide to the Master Servicer a copy of any lease, amendments to Mortgage Loan documents and other
documents related to the Mortgaged Property securing the related Mortgage Loan (and the related Serviced Companion Loan) or related
to the Mortgage Loan (and the related Serviced Companion Loan) as soon as possible after receipt or execution thereof, as applicable.


 


Section
2.02             Notice of Breach of Representations and Warranties.


 


Following
its receipt from the Depositor, the Master Servicer shall provide a copy of the applicable Mortgage Loan Purchase Agreement to
the Primary Servicer. The Primary Servicer shall promptly notify in writing the Master Servicer upon becoming aware of any breach
of any representations and warranties contained in such Mortgage Loan Purchase Agreement or a document defect that could give
rise to a cure or repurchase obligation. The Primary Servicer shall reasonably cooperate with the Master Servicer in pursuing
its obligations to make a repurchase claim against the related Mortgage Loan Seller. The Primary Servicer shall notify the Master
Servicer in writing within five (5) Business Days after the Primary Servicer discovers or receives notice alleging a Defect or
a Breach or receives notice of a 15Ga-1 Repurchase Request. The Primary Servicer shall promptly, but in no event later than five
(5) Business Days after receipt, provide to the Master Servicer a copy of any written 15Ga-1 Repurchase Request, withdrawal of
a 15Ga-1 Repurchase Request, or rejection of a 15Ga-1 Repurchase Request 


 






    3


     


    

 


received
by the Primary Servicer and such other information in the possession of the Primary Servicer reasonably requested by the
Master Servicer to fulfill its obligations under Section 2.02(g) and Section 2.03 of the Pooling and Servicing
Agreement.


  


ARTICLE
III


 


SERVICING
OF THE MORTGAGE LOANS AND THE SERVICED COMPANION LOAN


 


Section
3.01             Primary Servicer to Service.


  


(a)          The
Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loan
in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement and, in the case of the Serviced
Companion Loan, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced
Companion Loan. 


 


(b)          The
Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect
to the Mortgage Loans and the Serviced Companion Loan subject to this Agreement) as set forth in those sections of the Pooling
and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated
Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights
with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Initial
Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Operating Advisor, the Asset Representations
Reviewer, the Rating Agencies, the Underwriters, the 17g-5 Information Provider, the Serviced Companion Noteholder, the Companion
Paying Agent, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer
to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing
Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise
set forth herein. Without limiting the foregoing, and subject to Section 3.19 of the Pooling and Servicing Agreement as
modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and Serviced Companion Loan that
are not Specially Serviced Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide
notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required
hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and render such incidental
services with respect to any Specially Serviced Loans and REO Properties as and to the extent as may be specifically provided
for herein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas
in which they may exercise discretion, shall be subject to Section 3.19 of the Pooling and Servicing Agreement, as modified
herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for
purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Special
Servicer, the Initial Purchasers, the Directing 


 






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Certificateholder,
the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Controlling Class
Certificateholder, the 17g-5 Information Provider, the Serviced Companion Noteholder, the Companion Paying Agent and the
Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to
the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms
used therein) shall be deemed to be references to the Primary Servicer hereunder, (iii) references to the Mortgage Loans, as
defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be
deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Serviced Companion Loans and
Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated
Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loan in this
Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i),
(ii), (iii) and (iv) of this sentence shall be referred to herein as the “References Modification”). In
each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power
is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and
subject to the restrictions contained in this Agreement. With respect to all servicing responsibilities of the Master
Servicer under the Pooling and Servicing Agreement which are not being performed by the Primary Servicer under this
Agreement, the Primary Servicer shall reasonably cooperate with the Master Servicer to facilitate the timely performance of
such servicing responsibilities.


  


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


  


(1)          Section
1.02. The determination as to the application of amounts collected in respect of any Mortgage Loan or the Serviced Companion
Loan, in the absence of express provisions in the related Mortgage Loan documents or to the extent that such terms authorize the
lender to use its discretion, shall be made by the Master Servicer.


  


(2)          Sections
3.01(a) - (f), (h), (j) and (m). Without limiting the generality of the obligations of the Primary Servicer hereunder, the
Primary Servicer shall monitor and certify on a quarterly basis, starting with the quarter ending March of 2018, within thirty
(30) days of the end of such quarter the information on each Mortgage Loan and Serviced Companion Loan as required by, and in
the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement. In addition, without
limiting the generality of the foregoing, the Primary Servicer shall take all necessary action to continue all UCC Financing Statements
in favor of the originator of each Mortgage Loan (and related Serviced Companion Loan) or in favor of any assignee prior to the
expiration of such UCC Financing Statements. Notwithstanding the foregoing, the Primary Servicer’s authority is restricted
as provided in Section 3.01(c)(14) and (24) of this Agreement.


 


(3)          Section
3.02. The Primary Servicer may not waive any Penalty Charges that the Master Servicer is permitted to waive under Section
3.02 of the Pooling and Servicing 


 






    5


     


    

 


Agreement
without the consent of the Master Servicer. The Primary Servicer shall promptly notify the Master Servicer of any defaults
under the Mortgage Loans or Serviced Companion Loan, collection issues or customer issues and shall take no actions with
respect to enforcing such Mortgage Loans or Serviced Companion Loan without the prior written consent of the Master
Servicer.


 


(4)          Section
3.03(a). The creation of any Servicing Account shall be evidenced by a certification in the form of Exhibit F
attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and
thereafter to the Master Servicer upon any transfer of any Servicing Account.


 


(5)          Sections
3.03(b) and (e). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer
shall monitor and certify to the information on each Mortgage Loan and Serviced Companion Loan with respect to taxes, insurance
premiums, assessments, ground rents and other similar items on a quarterly basis starting for the quarter ending in March of 2018,
within thirty (30) days of the end of such quarter as required by, and in the form of, Exhibit E attached hereto,
pursuant to Section 3.01(c)(21) of this Agreement.


 


(6)          Section
3.03(c) is not incorporated herein. The Primary Servicer shall not be permitted to make any Servicing Advances. The Primary
Servicer shall give the Master Servicer not less than five (5) Business Days’ notice before the date on which the Master
Servicer is required to make any Servicing Advance with respect to any Mortgage Loan or Serviced Companion Loan. In addition,
the Primary Servicer shall provide the Master Servicer with such information in its possession as the Master Servicer may reasonably
request to enable the Master Servicer to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing
Advance.


  


(7)          Section
3.04(a). The Primary Servicer shall establish a custodial account (hereinafter the “Primary Servicer Collection Account”),
meeting all of the requirements of the Collection Account, and references to the Collection Account shall be references to such
Primary Servicer Collection Account. The creation of any Primary Servicer Collection Account shall be evidenced by a certification
in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer
on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Primary Servicer Collection Account.
Notwithstanding the third paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, the Primary Servicer shall
deposit into the Primary Servicer Collection Account and include in its Primary Servicer Remittance Amount all Escrow Payments,
Penalty Charges, Modification Fees, defeasance fees, assumption fees, loan service transaction fees, extension fees, assumption
application fees, consent fees, Prepayment Interest Excess, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds and other fees and amounts collected from Mortgagors that constitute additional servicing
compensation and/or additional special servicing compensation (in each case, other than those to which the Primary Servicer is
entitled pursuant to Section 3.01(c)(18) of this Agreement). Any amounts of additional special servicing compensation payable
to the Special Servicer shall be remitted to the Special Servicer by the Master Servicer. For purposes of the last paragraph of
Section 3.04(a) of


 






    6


     


    

 


the Pooling and Servicing Agreement, the Master Servicer shall direct the
Special Servicer to make payment of amounts referenced therein directly to the Primary Servicer for deposit in the Primary
Servicer Collection Account.


 


(8)          Section
3.04(b) is not incorporated herein. With respect to each Distribution Date, the Primary Servicer shall deliver to the Master
Servicer on or before the Primary Servicer Remittance Date the Primary Servicer Remittance Amount for such date. Each remittance
required to be made to the Master Servicer on the Primary Servicer Remittance Date shall be made by wire transfer and shall be
made by 2:00 p.m. Charlotte, North Carolina time on such date. Each month, on each Business Day between the Primary Servicer Remittance
Date and the Distribution Date, the Primary Servicer shall forward to the Master Servicer by wire transfer the Primary Servicer
Remittance Amount for such date. Each month, on each Business Day that the Primary Servicer is not required to remit to the Master
Servicer pursuant to the previous sentence, the Primary Servicer shall forward to the Master Servicer by wire transfer all amounts
collected by the Primary Servicer and not previously remitted to the Master Servicer which constitute delinquent payments on the
Mortgage Loans and any related Penalty Charges. Section 3.01(c)(21) of this Agreement sets forth certain reporting requirements
with respect to such remittances.


 


The Primary Servicer
shall deliver to the Master Servicer each month, on or before the Primary Servicer Serviced Whole Loan Remittance Date, an aggregate
amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of
available funds, equal to the amount to be distributed to the related Serviced Companion Noteholder pursuant to the terms of the
Pooling and Servicing Agreement and the related Intercreditor Agreement. Each remittance required to be made by the Primary Servicer
to the Master Servicer on the Primary Servicer Serviced Whole Loan Remittance Date shall be made by wire transfer and shall be
made by 2:00 p.m. New York City time on such date. Each month, on each Business Day between the Primary Servicer Serviced Whole
Loan Remittance Date and the Distribution Date, the Primary Servicer shall forward to the Master Servicer by wire transfer the
amounts attributable to the Serviced Companion Loans for such date. Each month, on each Business Day that the Primary Servicer
is not required to remit to the Master Servicer pursuant to the previous sentence, the Primary Servicer shall forward to the Master
Servicer by wire transfer all amounts collected by the Primary Servicer and not previously remitted to the Master Servicer which
constitute delinquent payments allocable to such Serviced Pari Passu Companion Loan in accordance with the terms of this Agreement
and the related Intercreditor Agreement and any related Penalty Charges. Section 3.01(c)(21) of this Agreement sets forth
certain reporting requirements with respect to such remittances.


 


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


 


(i)          (A)
to remit to the Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the
second sentence of Section 3.04(b) of the Pooling and Servicing Agreement and 


 







    7


     


    

 


Section 3.01(c)(8) of this Agreement
and (B) to remit to the Master Servicer for deposit in the Companion Distribution Account the amounts required to be so deposited
pursuant to the third paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and the second paragraph of Section 3.01(c)(8)
of this Agreement;


 


(ii)         to
the extent not otherwise required to be applied against Prepayment Interest Shortfalls on the related Mortgage Loans and Serviced
Companion Loan, to pay itself earned and unpaid Primary Servicing Fees, with respect to the Mortgage Loans, the Serviced Companion
Loan and/or any successor REO Loans in respect thereof, the Primary Servicer’s right to payment pursuant to this clause
(ii) with respect to any such Mortgage Loans, Serviced Companion Loan or REO Loans being limited to amounts on deposit in
the Primary Servicer Collection Account that are received on or in respect of on such Mortgage Loan, Serviced Companion Loan or
REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are
allocable as recovery of interest thereon;


 


(iii)        to
pay itself out of general collections on the Mortgage Loans, the Serviced Companion Loan and REO Properties, with respect to
any Mortgage Loan, the Serviced Companion Loan or REO Property any related earned Primary Servicing Fee that remained unpaid
in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO
Property and the deposit into the Collection Account of all amounts received in connection therewith;





 


(iv)       to
pay itself, as additional servicing compensation in accordance with Section 3.11(a) of the Pooling and Servicing
Agreement, interest and investment income earned in respect of amounts held in the Primary Servicer Collection Account as
provided in Section 3.01(c)(10) of this Agreement, but only to the extent of the Net Investment Earnings, if any, with
respect to the Primary Servicer Collection Account for the period from and including the prior Primary Servicer Remittance
Date to and including such Primary Servicer Remittance Date;


 


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


 


(vi)       to
remove any amounts deposited in the Primary Servicer Collection Account in error.


 


All
withdrawals from the Sub-Servicer Collection Account shall be subject to the application and requirements of Section 3.05(f)(i)
of the Pooling and Servicing Agreement. The Primary Servicer shall keep and maintain separate accounting records, on a loan-by-loan
basis, reflecting amounts allocable to each Mortgage Loan and Serviced Companion Loan, and on a


 



    8


     


    

 


property-by-property basis when
appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon
written request, the Primary Servicer shall provide to the Master Servicer such records.


 


(10)          Section
3.06 is not incorporated herein. The Primary Servicer may invest funds in the Primary Servicer Collection Account and/or any
Servicing Account maintained by it on the same terms as the Master Servicer may invest funds in the Collection Account and/or
a Servicing Account, and subject to the same rights, restrictions and obligations regarding maturity dates, gains, losses, withdrawals,
possession and control of Permitted Investments and Permitted Investments payable on demand. Without limiting the generality of
the foregoing, any investment of funds in the Primary Servicer Collection Account and/or Servicing Account shall be made in the
name of the Primary Servicer on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders.


 


(11)          Sections
3.07(a) and (d). References to the Collection Account shall be references to the Primary Servicer Collection Account.
All insurance policies caused to be maintained by the Primary Servicer hereunder shall also name the Master Servicer as loss
payee. Within fifteen (15) days after the execution date of this agreement, the Primary Servicer shall forward to the Master
Servicer a fully completed certificate of insurance in the form of Exhibit H attached hereto. Without limiting
the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall monitor and certify as to the
status of insurance policies relating to the Mortgage Loans and the Serviced Companion Loan on a quarterly basis starting for
the quarter ending in March of 2018, within 30 days of the end of such quarter as required by, and in the form of, Exhibit
E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement. The Primary Servicer shall promptly
notify the Master Servicer of any Mortgaged Property that is not insured against terrorist or other similar acts. The Master
Servicer or the Special Servicer, as applicable, shall make all determinations with respect to terrorism insurance matters
required to be made under Section 3.07 of the Pooling and Servicing Agreement, and the Primary Servicer shall
reasonably cooperate with the Master Servicer in connection therewith.


 


(12)          Section
3.07(b). References to the Collection Account shall be references to the Primary Servicer Collection Account.


 


(13)          Section
3.07(c). The Primary Servicer shall cause to be delivered to the Master Servicer from time to time upon the Master Servicer’s
reasonable request a certificate of insurance or other evidence of such fidelity bond and errors and omissions insurance. The
Primary Servicer shall promptly notify or cause its insurer to notify the Master Servicer of any material change to such fidelity
bond or errors and omissions insurance.


 


(14)          Section
3.08. Notwithstanding anything herein to the contrary, the Primary Servicer will not permit or consent to any assumption,
transfer or other action contemplated by Section 3.08 of the Pooling and Servicing Agreement unless the Primary Servicer
has confirmed with the Master Servicer that the Master Servicer is either obligated to process or that the Master Servicer and
the Special Servicer have mutually agreed that the Master Servicer shall process such request pursuant to Section 3.08
of the Pooling and Servicing Agreement. Following such confirmation, the Primary Servicer will not permit or consent to any assumption,
transfer or other


 



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action contemplated by Section 3.08 of the Pooling and Servicing Agreement without the prior written
consent of the Master Servicer. With respect to any such proposed action, the Primary Servicer shall perform and forward to the
Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer
under Section 3.08 of the Pooling and Servicing Agreement. The Master Servicer, not the Primary Servicer, will deal directly
with the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer. If the Primary
Servicer shall process any such assumption, transfer or other action, and the Master Servicer consents to such transaction, the
Primary Servicer shall process, document and close such transaction. The Primary Servicer shall promptly provide copies of any
waivers it effects pursuant to this Section to the Master Servicer and the Master Servicer will provide notice or copies to the
17g-5 Information Provider and Rating Agencies to the extent required by the Pooling and Servicing Agreement.


  


(15)          [Reserved].


  


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


  


(17)          Section
3.10. The references to the Collection Account in Section 3.10 of the Pooling and Servicing Agreement shall be
references to the Primary Servicer Collection Account. No expense incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Primary Servicer Collection Account.


  


(18)          Section
3.11(a). References to the Servicing Fee shall be references to the Primary Servicing Fee and references to the Servicing
Fee Rate shall be references to the Primary Servicing Fee Rate. The third and fourth paragraphs of Section 3.11(a) of the
Pooling and Servicing Agreement are not incorporated herein. In addition, the Primary Servicer shall be entitled to receive, as
additional servicing compensation, to the extent the Master Servicer is entitled to such amounts under the Pooling and Servicing
Agreement, (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and certain Servicing
Accounts (to the extent consistent with the related Mortgage Loan documents), (ii) 100% of any amounts collected by the Primary
Servicer for checks returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loans and Serviced
Companion Loan to the extent the Master Servicer is entitled to such items under Section 3.11(a) of the Pooling and Servicing
Agreement, (iii) 50% of that portion of any Excess Modification Fees, consent fees and similar fees to which the Master Servicer
is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced
Companion Loan in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(24) of this Agreement,
(iv) 50% of that portion of any assumption fees and assumption application fees (or similar fees) to which the Master Servicer
is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced
Companion Loan, (v) 50% of that portion of any defeasance fees to which the Master Servicer is entitled under Section 3.11(a)
of the Pooling and Servicing Agreement in connection with matters performed by the Primary Servicer pursuant to Section
3.01(c)(24) of this Agreement with respect to the Mortgage Loans and Serviced Companion Loan, and (vi) 100% of that portion
of any beneficiary statement


 



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charges to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and
Servicing Agreement with respect to the Mortgage Loans and Serviced Companion Loan. The Primary Servicer shall not be entitled
to any Prepayment Interest Excesses, Compensating Interest Payments, Penalty Charges, or other amounts not specifically addressed
above in this Section 3.01(c)(18).


  


(19)          Section
3.12(a). The Primary Servicer shall promptly (but in no event later than three (3) Business Days after the completion of
related inspection report) forward to the Master Servicer a copy of all inspection reports prepared by or on behalf of the
Primary Servicer. The Primary Servicer may engage a third party at its cost to perform property inspections and prepare
property inspection reports without first obtaining the consent of the Master Servicer; provided, however, that
the Primary Servicer shall remain obligated and primarily liable to the Master Servicer for satisfactory completion of the
inspections and reports as required by this Agreement. If any inspection report identifies a “life safety” or
other material deferred maintenance item existing with respect to the related Mortgaged Property, the Primary Servicer (x)
shall promptly send to the related Mortgagor a letter identifying such deferred maintenance item and instructing such
Mortgagor to correct such deferred maintenance item and (y) shall follow up with such Mortgagor in writing and at such
frequency as is in accordance with the Servicing Standard to confirm that such deferred maintenance item is being corrected.
The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that gives rise to enforcement
rights with respect to the manager under the related Mortgage Loan documents and management agreement.


 


(20)          [Reserved].





 


(21)          Sections
3.12(b), (d) and (f). The Primary Servicer shall electronically deliver to the Master Servicer in Microsoft Excel format promptly
upon completion, and in any event, at least five (5) Business Days before the Master Servicer must deliver or make available such
reports, statements and files under the Pooling and Servicing Agreement, a copy of all operating statements, rent rolls, income
statements, budgets and financial statements collected by the Primary Servicer and the CREFC® Operating Statement
Analysis Report and CREFC® NOI Adjustment Worksheet with respect to the Mortgage Loans and Serviced Companion Loan
as required by Section 3.12(b) of the Pooling and Servicing Agreement. The Primary Servicer shall deliver to the Master
Servicer, no later than 5:00 p.m., New York City time on the Primary Servicer Reporting Date, by electronic transmission in the
format mutually agreed upon by the Master Servicer and the Primary Servicer, the reports, statements and files required by the
first paragraph of Section 3.12(d) of the Pooling and Servicing Agreement. The Primary Servicer, in connection with the
reports that it prepares in connection with Sections 3.13(b) and (d) of the Pooling and Servicing Agreement, will
afford the Master Servicer reasonable cooperation by providing such information as the Master Servicer may reasonably request
in connection with the Master Servicer’s responsibilities in Sections 3.13(b) and (d) of the Pooling and Servicing
Agreement.


 


The
penultimate sentence in the first paragraph of Section 3.12(d) of the Pooling and Servicing Agreement is not incorporated
herein. The Primary Servicer shall deliver to the Master Servicer, no later than 5:00 p.m. New York City time on the Primary Servicer
Reporting 


 






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Date,
by electronic transmission in the format reasonably acceptable to the Master Servicer and the Primary Servicer, the
CREFC® Loan Periodic Update File, providing the required information as of such Determination Date. The
Primary Servicer shall deliver to the Master Servicer by electronic transmission (in a format reasonably acceptable to the
Master Servicer and the Primary Servicer) (a) not later than 5:00 p.m. New York City time on the first Business Day following
each Determination Date, the Collection Report (the information therein to be stated as of the Determination Date) in the
form of Exhibit G and (b) within thirty (30) days after the end of each calendar quarter, beginning with the
quarter ending on March 31, 2018, the certification on the Mortgage Loans and Serviced Companion Loan, including without
limitation information regarding UCC Financing Statements, taxes, insurance premiums and ground rents, required by and in the
form of Exhibit E attached hereto. The Primary Servicer shall deliver to the Master Servicer no later than 5:00
p.m. New York City time on the second Business Day of each month by electronic transmission in a format reasonably acceptable
to the Master Servicer and the Primary Servicer, a remittance report containing scheduled balance information for each
Mortgage Loan and Serviced Companion Loan reflecting the scheduled Periodic Payment for such month in the form of Exhibit
G attached hereto. In addition, on each day that the Primary Servicer forwards to the Master Servicer any funds
pursuant to Section 3.01(c)(8) of this Agreement, the Primary Servicer shall deliver to the Master Servicer by
electronic transmission in a format reasonably acceptable to the Master Servicer and the Primary Servicer, a report of the
nature of such remittance in the form of Exhibit G attached hereto. The Primary Servicer shall also prepare and
deliver to the Master Servicer not later than 5:00 p.m. New York City time on the first Business Day following each
Determination Date, a certification in the form of Exhibit J attached hereto.


 


Not
later than 5:00 p.m. New York City time on the Primary Servicer Reporting Date, the Primary Servicer shall deliver to the Master
Servicer the CREFC® Schedule AL File in EDGAR-Compatible Format and Excel format with respect to the Mortgage Loans;
provided, however, that the Primary Servicer shall have no obligation to prepare or deliver the CREFC® Schedule
AL File unless the Primary Servicer receives the Initial Schedule AL File, the Initial Schedule AL Additional File and the Annex
A-1 to the Prospectus from the Master Servicer. In preparing the CREFC® Schedule AL File and any Schedule AL Additional
File for any given Distribution Date, and without any due diligence, investigation or verification, the Primary Servicer shall
be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable
requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect
on the Closing Date of the Initial Schedule AL File, the Initial Schedule AL Additional File and the Annex A-1 to the Prospectus.
The Primary Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver any related
Schedule AL Additional File in EDGAR-Compatible Format to the Master Servicer. The CREFC® Schedule AL Files and
Schedule AL Additional File shall each be a single file.


 


(22)          Section
3.13. The Primary Servicer shall also be subject to Section 3.01(c)(29) of this Agreement. None of the restrictions
in Section 3.13 of the Pooling and Servicing Agreement or Section 3.01(c)(29) of this Agreement shall prohibit or
restrict oral or written communications, or providing information, between the Primary Servicer, on the one hand, and a 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 Primary Servicer, (ii) such Rating Agency’s or


 



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NRSRO’s approval of the Primary Servicer as a commercial mortgage
master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s
servicing operations in general; provided, however, that the Primary Servicer shall not provide any information
relating to the Certificates, the Mortgage Loans or Serviced Companion Loan to a Rating Agency or NRSRO in connection with such
review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property or 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.


  


(23)          Sections
3.17(a), (b) and (e). On each Primary Servicer Remittance Date, the Primary Servicer shall deposit into the Primary
Servicer Collection Account as part of the Primary Servicer Remittance Amount, the amount set forth in Section 3.17(a)
of the Pooling and Servicing Agreement to the extent resulting from Principal Prepayments on the Mortgage Loans and Serviced
Companion Loan and to the extent that the Master Servicer is required to remit such amounts under Section 3.17(a) of
the Pooling and Servicing Agreement, and except that references to Servicing Fees in the definition of “Compensating
Interest Payments” in the Pooling and Servicing Agreement shall be references to Primary Servicing Fees. The Primary
Servicer shall provide any reports and notices required under Section 3.17(b) of the Pooling and Servicing Agreement
to the Serviced Companion Noteholder and shall copy the Master Servicer on any such reports or notices delivered to the
Serviced Companion Noteholder.


  


(24)          Section
3.18. Notwithstanding anything herein to the contrary, the Primary Servicer will not take any action with respect to any modification,
extension, waiver, consent, defeasance, Special Servicer Decision, Major Decision or other action contemplated by Section 3.18
of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed with the Master Servicer that the Master
Servicer is either obligated to process or has mutually agreed with the Special Servicer to process such transaction pursuant
to Section 3.18 of the Pooling and Servicing Agreement. Following such confirmation, the Primary Servicer will not permit
or consent to any modification, extension, waiver, consent, defeasance, Special Servicer Decision, Major Decision or other action
contemplated by Section 3.18 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer.
With respect to any such proposed action, the Primary Servicer shall perform and forward to the Master Servicer any analysis,
recommendation or other information required to be prepared and/or delivered by the Master Servicer under Section 3.18
of the Pooling and Servicing Agreement. The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer
in connection with obtaining any necessary approval or consent from the Special Servicer; however, when processing loan-related
events delegated to it through this Agreement, the Primary Servicer may consult with the Special Servicer as needed, provided
that it copies the Master Servicer on all related correspondence to the Special Servicer and includes a representative of the
Master Servicer on all related calls with the Special Servicer and otherwise keeps the Master Servicer fully informed as to the
results of such consultations. When forwarding a request for the approval of any retail lease or renewal or extension thereof,
the Primary Servicer shall forward to the Master Servicer the information concerning such lease required by, and in the form of,
Exhibit I attached hereto. The Primary Servicer will not permit any Principal Prepayment or


 



    13


     


    

 


defeasance with respect
to any Mortgage Loan or Serviced Companion Loan without the written consent of the Master Servicer. The Primary Servicer shall
promptly forward all requests for Principal Prepayments or defeasance to the Master Servicer, along with a payoff statement (with
respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the
Primary Servicer.


  


(25)          Section
3.19(a). The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that the Primary Servicer
deems to cause any Mortgage Loan or Serviced Companion Loan to become a Specially Serviced Loan. The determination as to whether
a Mortgage Loan or Serviced Companion Loan has become a Specially Serviced Loan shall be made by the Master Servicer and the Master
Servicer shall promptly notify the Primary Servicer of any such determination. Upon receipt by the Master Servicer of notice from
the Special Servicer that a Specially Serviced Loan has become a Corrected Loan, the Master Servicer shall promptly give the Primary
Servicer notice thereof and the obligation of the Primary Servicer to service and administer such Mortgage Loan and, if applicable,
Serviced Companion Loan shall resume.


 


(26)          Section
3.19(c) is not incorporated herein. The Primary Servicer shall continue to process payments and maintain ongoing payment
records with respect to each Mortgage Loan and Serviced Companion Loan that becomes a Specially Serviced Loan or an REO
Property and shall timely provide the Master Servicer and the Special Servicer with any information required by either to
perform their respective duties under the Pooling and Servicing Agreement. Pursuant to Section 3.01(c)(18) of this
Agreement, the Primary Servicer shall be entitled to receive the Primary Servicing Fee for so long as the Master Servicer
receives its fee, with respect to each Specially Serviced Loan.


  


(27)          Section
3.20. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section
3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.20 of the Pooling and Servicing Agreement
shall be enforceable against the Primary Servicer in accordance with the terms thereof. The Primary Servicer may not enter into
Sub-Servicing Agreements in connection with the Mortgage Loans or the Serviced Companion Loan, but the Primary Servicer 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 Section 3.20 of the Pooling and Servicing Agreement. The Primary Servicer shall not take
any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer
may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any
modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loan.


 


This
Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master
Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations
of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any
other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate
this Agreement with or without cause and


 



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without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling
and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s
rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming
the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase
the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent
of the Primary Servicer (which consent shall not be unreasonably withheld).


  


(28)          Section
3.24(a). The Primary Servicer shall take no action with respect to any mezzanine loan and shall forward any notice or
request received promptly to the Master Servicer. The Master Servicer, not the Primary Servicer, will deal directly with the
Serviced Companion Noteholder in connection with consulting with or obtaining any necessary approval or consent from such
Serviced Companion Noteholder; provided, however, that the Primary Servicer will reasonably cooperate with the Master
Servicer in such consultation or obtaining such consent and shall provide to the Master Servicer information in the
possession of the Primary Servicer reasonably requested by the Master Servicer to fulfill its obligations under Section
3.24(d) of the Pooling and Servicing Agreement.


 


(29)          Section
3.25 is not incorporated herein. Notwithstanding any provision herein to the contrary, the Primary Servicer shall not make
any request to a Rating Agency for a Rating Agency Confirmation; all such requests shall be made by, and as determined necessary
by, the Master Servicer. The Primary Servicer shall not communicate (orally or in writing) with any Rating Agency regarding any
of the Mortgage Loan documents or any matter related to the Mortgage Loans, the Serviced Companion Loan, the related Mortgaged
Properties, the related Mortgagors or any other matters in connection with the Certificates or pursuant to this Agreement or the
Pooling and Servicing Agreement. The Primary Servicer agrees to comply (and to cause each and every subcontractor, vendor or agent
for the Primary Servicer and each of its officers, directors and employees to comply) with the provisions relating to communications
with the Rating Agencies set forth in this Section 3.01(c)(29) and the Pooling and Servicing Agreement and shall not deliver
to any Rating Agency any report, notice, statement, request for Rating Agency Confirmation or other information the communication
of which to the Rating Agencies is restricted by the Pooling and Servicing Agreement.


 


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


 



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the Master Servicer necessary for the Master Servicer to fulfill such obligations.


  


(31)          Section
3.28. The Primary Servicer shall promptly notify the Master Servicer of any information that would impact the Serviced Companion
Noteholder Register.


  


(32)          Sections
3.29(c), (f), (g) and (i). The Primary Servicer shall reasonably cooperate with the Master Servicer to provide all information
regarding the Serviced Whole Loan in the Primary Servicer’s possession to enable the Master Servicer to provide such information
as required pursuant to Section 3.29(c) and (g) of the Pooling and Servicing Agreement. The Primary Servicer shall deliver
to the Master Servicer, no later than 5:00 p.m. New York City time on the Primary Servicer Serviced Whole Loan Remittance Date,
by electronic transmission in the format designated by the Master Servicer, the CREFC® Financial File, the CREFC® Property
File and the CREFC® Comparative Financial Status Report, the CREFC® Loan Level Reserve/LOC Report, a CREFC® Loan Periodic
Update File, a CREFC® Delinquent Loan Status Report, a CREFC® Total Loan Report and a CREFC® Servicer Watch List, each
providing the required information with respect to the Serviced Whole Loan as of such Determination Date.


 


(33)          Section
3.31 is not incorporated herein. If at any time the Primary Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation
AB, the Primary Servicer shall notify the Master Servicer upon the occurrence of (i) a Servicing Officer of the Primary Servicer
obtaining actual knowledge that the Primary Servicer is or has become an Impermissible TPP Affiliate or (ii) the Primary Servicer
receiving written notice by any party to the Pooling and Servicing Agreement, the Third Party Purchaser, the Sponsor or any Underwriter
or Initial Purchaser that the Primary Servicer is or has become an Impermissible TPP Affiliate.


 


(34)          [Reserved.]


 


 (35)          Section
3.33.


 


(36)           Section
4.03 is not incorporated herein. The Primary Servicer shall not be permitted to make P&I Advances.


  


(37)           Section
6.01(a). Section 6.01(a)(i) of the Pooling and Servicing Agreement shall be deemed modified to read “The Primary
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 Primary Servicer is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement.” The Primary Servicer hereby represents and warrants,
as of the date hereof, that (i) each insurance policy and fidelity bond referenced in Section 3.07(c) of the Pooling and
Servicing Agreement names the Master Servicer as a loss payee; (ii) the Primary Servicer is authorized to transact business
in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by
applicable law to the extent necessary to ensure the enforceability of the Mortgage Loans or compliance with its obligations under
this Agreement and the Master Servicer’s obligations under the Pooling and Servicing Agreement; and (iii) the


 



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Primary
Servicer is not, to its actual knowledge, a Risk Retention Affiliate of the Third Party Purchaser.


  


(38)          Sections
11.01, 11.02, 11.03, 11.04, 11.05, 11.06, 11.07, 11.09, 11.10, 11.11, 11.12 and 11.15. The Primary Servicer shall
cooperate fully with the Master Servicer and deliver to the Master Servicer any and all statements, reports, certifications,
records and any other information in its possession and necessary in the good faith determination of the Master Servicer, the
Certificate Administrator, the Trustee, the Depositor or Other Depositor to permit the Depositor or Other Depositor, as
applicable, to comply with the provisions of Regulation AB and the Master Servicer to comply with its obligations under Article
XI of the Pooling and Servicing Agreement, together with such disclosures relating to the Primary Servicer, or the
servicing of the Mortgage Loans and/or Serviced Companion Loan, reasonably believed by the Depositor, the related Other
Depositor, the Certificate Administrator or the Master Servicer to be necessary in order to effect such compliance. For
purposes of this Section 3.01(c)(38) of this Agreement, references to the Trustee, the Certificate Administrator, the
Depositor, the Other Depositor, the Other Trustee or the Other Certificate Administrator in Article XI of the Pooling
and Servicing Agreement shall not be deemed to be references to the Master Servicer but shall remain references to the
Trustee, the Certificate Administrator, the Depositor, the Other Depositor, the Other Trustee or the Other Certificate
Administrator, as applicable; provided that the Primary Servicer shall copy the Master Servicer on any notice, certificate or
information provided to the Trustee, the Certificate Administrator, the Depositor, the Other Depositor, the Other Trustee or
the Other Certificate Administrator pursuant to this Section 3.01(c)(38) of this Agreement.


  


With
respect to any period that the Primary Servicer is a Servicing Function Participant or a servicer as contemplated by Item 1108(a)(2)
of Regulation AB, the Primary Servicer shall perform all obligations under Section 11.02 applicable to a servicer as contemplated
by Item 1108(a)(2) of Regulation AB (including, without limitation, any obligation or duty the Master Servicer is required under
Section 11.02 to cause (or use commercially reasonable efforts to cause) a Servicing Function Participant or such a servicer
as contemplated by Item 1108(a)(2) of Regulation AB to perform).


 


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


 


Any
Additional Form 10-K Disclosure and related Additional Disclosure Notification required to be delivered by the Primary Servicer
shall be delivered to the Master Servicer (and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant,
also to the


 



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Depositor, the Certificate Administrator, 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)) on or before the fifth (5th) Business Day preceding March 1st
of each year, commencing February 22, 2018.


  


The
Primary Servicer (without regard to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or
Additional Servicer) shall provide a Performance Certification described in Section 11.06 of the Pooling and Servicing
Agreement (on which the Master Servicer and its officers, directors and Affiliates, in addition to the Certification Parties,
can reasonably rely) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st
of each year, commencing February 22, 2018. If the Primary Servicer is a Servicing Function Participant, such Performance Certification
shall also be provided to each affected Certifying Person by the time required by the Pooling and Servicing Agreement, and if
the Primary Servicer is not a Servicing Function Participant, such Performance Certification shall be delivered only to the Master
Servicer. In addition, the Primary Servicer (a) shall provide such information and assistance as may be reasonably required to
cooperate with the Master Servicer in complying with Section 11.06 of the Pooling and Servicing Agreement and (b) shall
cooperate with the Master Servicer’s reasonable requests in performing its due diligence for its certification under Section
11.06 of the Pooling and Servicing Agreement.


  


Any
Form 8-K Disclosure Information and related Additional Disclosure Notification required to be delivered by the Primary Servicer
shall be delivered to the Master Servicer, the Depositor, the Certificate Administrator, 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) within the time provided in Section 11.07 of the Pooling
and Servicing Agreement.


  


The
Primary Servicer (without regard to whether the Primary Servicer is an Additional Servicer or Servicing Function Participant)
shall deliver its Officer’s Certificate required by Section 11.09 of the Pooling and Servicing Agreement to the Master
Servicer on or before the fifth (5th) Business Day preceding March 1st of each year, commencing February
22, 2018. If the Primary Servicer is an Additional Servicer or Servicing Function Participant, the Primary Servicer shall also
deliver such Officer’s Certificate to the Certificate Administrator, the Trustee, Depositor, the 17g-5 Information Provider,
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) within the time provided in Section
11.09, and if the Primary Servicer is not an Additional Servicer or Servicing Function Participant, such Officer’s Certificate
shall be delivered only to the Master Servicer.


  


The
Primary Servicer (without regard to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or
Additional Servicer) shall deliver the items required under Sections 11.10 and 11.11 of the Pooling and Servicing
Agreement regarding itself (the “report on an assessment of compliance with Relevant Servicing Criteria” and “accountants’
report”) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st of each
year, commencing February 22, 2018. If the Primary Servicer is a Servicing Function


 



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Participant, a Reporting Servicer or Additional
Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall also
be delivered to the Certificate Administrator, the Trustee, Depositor, the 17g-5 Information Provider, 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) within the time provided in Sections 11.10 and 11.11 of
the Pooling and Servicing Agreement, and if the Primary Servicer is not an Servicing Function Participant, a Reporting Servicer
or Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report
shall be delivered only to the Master Servicer.





 


Section
11.12 of the Pooling and Servicing Agreement shall be incorporated herein and apply to the Primary Servicer for so long
as the Primary Servicer is a Servicing Function Participant or an Additional Servicer to the same extent such section applies
to the Master Servicer. The Primary Servicer shall indemnify and hold harmless the Master Servicer, each Certification Party
and any director, officer, representative, agent, member, manager, employee or Affiliate of the Master Servicer or any
Certification Party, from and against any expenses, losses, claims, damages and other liabilities, including without
limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising
out of subsections (i)-(iii) in the first paragraph of Section 11.12 of the Pooling and Servicing Agreement. To the
extent the Primary Servicer is an Affected Reporting Party, the Primary Servicer shall comply with the requirements set forth
in Section 11.12 and incorporated herein by reference, including, but not limited to, obtaining the consent of the
Depositor, any Other Depositor and the Master Servicer (in each case, 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 and copying the Master Servicer on all material communications with the Commission or its
staff. All reasonable out-of-pocket costs and expenses incurred by the Depositor, any Other Depositor and the Master Servicer
(including reasonable legal fees and expenses of outside counsel to the Depositor, any Other Depositor and the Master
Servicer) in connection with the foregoing and any amendments to any reports filed with the Commission or its staff therewith
shall be promptly paid by the Primary Servicer upon receipt of an itemized invoice from the Depositor, any Other Depositor
and/or the Master Servicer, as applicable.


  


The
Primary Servicer shall reasonably cooperate with the Master Servicer and each other party listed in Section 11.15 of the
Pooling and Servicing Agreement in accordance with Section 11.15 of the Pooling and Servicing Agreement. If any Serviced
Companion Loan constitutes a Serviced Securitized Companion Loan, the Primary Servicer shall provide to the Master Servicer all
information, reports, statements and certificates with respect to the Primary Servicer and such Serviced Companion Loan comparable
to any information, reports, statements or certificates required to be provided by the Master Servicer pursuant to Section
11.15 of the Pooling and Servicing Agreement, even if the Primary Servicer is not otherwise required to provide such information,
reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be
provided to the Master Servicer no later than five (5) Business Days prior to the date on which the Master Servicer is required
to deliver its comparable information, reports, statements or certificates pursuant to Section 11.15 of the


 



    19


     


    

 


Pooling and
Servicing Agreement. 


 


If
any Mortgaged Property that secures a Serviced Companion Loan is a “significant obligor” (within the meaning of Item
1101(k) of Regulation AB), the Sub-Servicer shall comply with Section 11.15(h) of the Pooling and Servicing Agreement and shall
deliver such information and reports as provided therein to the Master Servicer at least five (5) Business Days before the Master
Servicer must deliver such items.





 


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


 


The
Primary Servicer shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties,
fines, forfeitures, reasonable legal fees, claims, fees and expenses and related costs, judgments and other costs 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 this
Agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of its obligations, (c) any failure
by it, as a Servicer (as defined in Section 11.02(b) of the Pooling and Servicing Agreement) to identify a Servicing
Function Participant pursuant to Section 11.02(c) of the Pooling and Servicing Agreement, or (d) delivery of any
Deficient Exchange Act Deliverable.


  


If
the indemnification provided for in this Section 3.01(c)(38) is unavailable or insufficient to hold harmless any Certification
Party, the Master Servicer, the Depositor or any employee, director or officer of the Depositor, then the Primary Servicer shall
contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of
the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand
and the Primary Servicer on the other in connection with a breach of the Primary Servicer’s obligations pursuant to this
Section 3.01(c)(38).





 


(39)          Sections
12.01(b)(i)-(ii). The Primary Servicer shall provide all reasonable cooperation (with respect to information regarding the
Mortgage Loans in the Primary Servicer’s possession) to enable the Master Servicer to provide the information required pursuant
to Sections 12.01(b)(i)-(ii) of the Pooling and Servicing Agreement.





 


Section
3.02             Merger or Consolidation of the Primary Servicer.


 


The
Primary Servicer shall keep in full effect its existence, rights and franchises as a national banking association under the laws
of the United States of America. The Primary Servicer shall continue to be authorized to transact business in the state or states
in which the Mortgaged Properties for the Mortgage Loans and the Serviced Companion Loan are situated, if and to the extent required
by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform
its obligations in accordance with the


 



    20


     


    

 


terms of this Agreement.


  


Any
Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially
all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business
includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the
related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be an approved
servicer of multifamily mortgage loans for FHLMC or FNMA or a HUD-approved servicer, (iii) must be acceptable to the Master
Servicer, which consent may not be unreasonably withheld, and (iv) shall have assumed in writing the obligations of the
Primary Servicer under this Agreement. Notwithstanding the foregoing, the Primary Servicer may not remain the Primary
Servicer under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or
(y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to the
extent that (i) the Primary Servicer is the surviving entity of such merger, consolidation or transfer and has been and
continues to be in compliance with its Regulation AB reporting obligations hereunder or under the Pooling and Servicing
Agreement or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably
withheld.


 


Section
3.03             Limitation on Liability of the Primary Servicer and Others.


 


Neither
the Primary Servicer nor any of the officers, employees or affiliates, agents of the Primary Servicer shall be under any liability
to the Master Servicer 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 Primary Servicer or any such person against
any breach of representations or warranties made herein, or against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing
Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and
duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.
The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action relates
to its respective duties under this Agreement and which in its opinion does not expose it to any expense or liability not recoverable
from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, 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. In such event, to the extent that the legal expenses and costs of such action, proceeding,
hearing or examination and any liability resulting therefrom are reimbursable, and are reimbursed to the Master Servicer, by the
Trust Fund pursuant to the Pooling and Servicing Agreement, the Primary Servicer shall be entitled to be reimbursed therefor from
the Master Servicer upon


 



    21


     


    

 


written demand. To the extent provided in Section 6.04 of the Pooling and Servicing Agreement,
the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense, incurred
in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense (including legal fees and expenses) incurred by the Primary Servicer
that are specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms of the
Primary Servicing Agreement or (ii) that are incurred by reason of (A) a breach of any representation or warranty by Primary Servicer
or (B) willful misconduct, bad faith, or negligence of Primary Servicer in the performance of duties under the KeyBank Primary
Servicing Agreement or negligent disregard of obligations and duties under the Primary Servicing Agreement. The Primary Servicer
shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and,
in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling
and Servicing Agreement.


 


Section
3.04             Primary Servicer Not to Resign.


 


The
Primary Servicer shall not resign from the obligations and duties hereby imposed on it except by sixty (60) days prior
written notice to the Master Servicer, or upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Primary Servicer. Any such determination permitting the resignation
of the Primary Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer, which
Opinion of Counsel shall be in form and substance acceptable to the Master Servicer.


 


Section
3.05             No Transfer or Assignment of Servicing.


 


With
respect to the responsibility of the Primary Servicer to service the Mortgage Loans and the Serviced Companion Loan hereunder,
the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Servicer’s independent
status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial
standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Servicer
shall not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any
portion thereof (except as allowed by Section 3.01(c)(27) of this Agreement), or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written approval of the Master Servicer, which consent will not be unreasonably
withheld or delayed. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement
or the servicing hereunder (the “Primary Servicing Rights”), the Primary Servicer shall allow the Master Servicer
an opportunity to bid on the purchase of such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other
parties independent of the Primary Servicer. If the Master Servicer offers the highest purchase price for such Primary Servicing
Rights, then the Master Servicer shall be provided the opportunity to purchase such Primary Servicing Rights for such purchase
price.


 


Section
3.06             Indemnification.


 






    22


     


    

 


The
Master Servicer and the Primary Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the
case of the Primary Servicer, and the Primary Servicer, in the case of the Master Servicer (including any of their partners, directors,
officers, employees or agents) from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer, in the
case of the Primary Servicer, and the Primary Servicer, in the case of the Master Servicer, may sustain arising from or as a result
of any willful misconduct, bad faith, fraud or negligence of the Master Servicer or Primary Servicer, as applicable, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or Primary Servicer,
as applicable, 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. Each indemnified party hereunder shall give prompt
written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however,
that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. Section
3.06 of this Agreement shall survive the termination of this Agreement and the termination or resignation of the Master Servicer
or the Primary Servicer.


  


ARTICLE
IV


 



DEFAULT


  


Section
4.01             Events of Default.


  


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


  


(a)          any
failure by the Primary Servicer to deposit into the Primary Servicer Collection Account or any Servicing Account, or to deposit
into, or to remit to the Master Servicer for deposit into, the Collection Account or the Companion Distribution Account on the
dates and at the times required by this Agreement, any amount required to be so deposited or remitted under this Agreement; provided,
however, that the Primary Servicer will have one (1) Business Day to remedy a failure to make such a deposit or remittance on
the date and at the time required by this Agreement; or


  


(b)          any
failure on the part of the Primary Servicer to (i) timely provide to the Servicer the certification called for on Exhibit
E attached hereto as required by this Agreement, or (ii) timely provide to the Master Servicer the Collection Report which
failure continues unremedied for one (1) Business Day; or


 


(c)          the
Primary Servicer shall fail three (3) times within any one (1) year period to timely provide to the Master Servicer any Collection
Report, CREFC® Loan Periodic Update File, CREFC® Schedule AL File, CREFC® Property
File, CREFC® Financial File, CREFC® Comparative Financial Status Report, CREFC® Loan
Level Reserve/LOC Report, CREFC®


 



    23


     


    

 


 Delinquent Loan Status Report, CREFC® Servicer Watch List, CREFC®
NOI Adjustment Worksheet, the CREFC® Total Loan Report or CREFC® Operating Statement Analysis
Report within one (1) Business Day following the date on which it is due; or


 


(d)          any
failure by the Primary Servicer duly to observe or perform in any material respect any of its other covenants or obligations
under this Agreement (other than those addressed in another clause of this Section 4.01), which failure continues
unremedied for a period of twenty-five (25) days (or (i) with respect to any year that a report on Form 10-K is required to
be filed, three (3) Business Days in the case of the Primary Servicer’s obligations or (ii) 10 days in the case of
failure to pay the premium for any insurance policy required to be force placed by the Primary Servicer pursuant to this
Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure
proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage)
after written notice of such failure, requiring the same to be remedied, has been given to the Primary Servicer by the Master
Servicer; provided, however, if that failure (other than a failure that results in the commencement of foreclosure
proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage)
is capable of being cured and the Primary Servicer has provided the Master Servicer with an Officer’s Certificate
certifying that it has diligently pursued, and is continuing to diligently pursue, a full cure, such twenty-five (25) day
period shall be extended for an additional thirty (30) days; or


 


(e)          any
breach on the part of the Primary Servicer of any representation or warranty contained in Section 6.01(a) of the Pooling
and Servicing Agreement as incorporated herein, which materially and adversely affects the interests of the Master Servicer or
any Class of Certificateholders or any Serviced Companion Noteholder and which continues unremedied for a period of thirty (30)
days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Primary Servicer
by the Master Servicer; provided, however, if that breach is capable of being cured and the Primary Servicer has provided the
Master Servicer with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to diligently
pursue, a full cure, such thirty (30) day period shall be extended for an additional thirty (30) days; or


  


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


  


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


  






    24


     


    

 


(h)          the
Primary 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


  


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


  


(j)          either
of Moody’s or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency)
has (i) 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 (ii) placed one or more Classes of Certificates or Serviced Pari Passu Companion
Loan Securities, as applicable, on “watch status” in contemplation of possible rating downgrade or withdrawal (and,
in the case of clauses (i) and (ii), such action shall not have been withdrawn by Moody’s or KBRA, as appliable (or, in
the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) within 60 days of such rating action)
and, in the case of either of clause (i) or (ii), publicly citing servicing concerns with the Primary Servicer as the sole or
a material factor in such rating action; or


 


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


  


(l)          (1)
the Primary Servicer fails to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer, the Certificate Administrator or the Depositor under the Pooling and Servicing Agreement or under this Agreement or
to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (2) the Primary Servicer
fails to perform in any material respect any of its covenants or obligations contained in this Agreement regarding creating, obtaining
or delivering any Exchange Act reporting items required under this Agreement or for any party to the Pooling and Servicing 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.


  


If
any Event of Default shall occur and be continuing, then, and in each and every such case, so long as such Event of Default shall
not have been remedied, the Master Servicer may terminate, by notice in writing to the Primary Servicer, all of the rights and
obligations of the Primary Servicer as Primary Servicer under this Agreement and in and to the Mortgage Loans and the Serviced
Companion Loan and the proceeds thereof. From and after the receipt by the Primary Servicer of such written notice, all authority
and power of the Primary Servicer under this Agreement, whether with respect to the Mortgage Loans, the Serviced Companion Loan
or otherwise, shall pass to and be vested in the Master Servicer pursuant to and under Section 4.01 of this Agreement,
and, without limitation, the Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Primary Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice


 



    25


     


    

 


of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans, the Serviced Companion
Loan and related documents, or otherwise. The Primary Servicer hereby acknowledges that the Serviced Companion Noteholder
shall be entitled to direct the Master Servicer to replace the Primary Servicer with a successor sub-servicer for the
Serviced Whole Loan pursuant to Section 7.01(f) of the Pooling and Servicing Agreement (the “Successor
Sub-Servicer”) following an Event of Default with respect to such Serviced Whole Loan. The Primary Servicer agrees
that if it is terminated pursuant to Section 4.01 of this Agreement, it shall promptly (and in any event no later than
five (5) Business Days subsequent to its receipt of the notice of termination) provide the Master Servicer or the Successor
Sub-Servicer, if applicable, with all documents and records (including, without limitation, those in electronic form)
requested by it to enable it to assume the Primary Servicer’s functions hereunder, and shall cooperate with the Master
Servicer or the Successor Sub-Servicer, if applicable, in effecting the termination of the Primary Servicer’s
responsibilities and rights hereunder and the assumption by a successor of the Primary Servicer’s obligations
hereunder, including, without limitation, the transfer within one (1) Business Day to the Master Servicer or the Successor
Sub-Servicer, if applicable, for administration by it of all cash amounts which shall at the time be or should have been
credited by the Primary Servicer to the Primary Servicer Collection Account, the Collection Account, any Servicing Account,
or any REO Account, or thereafter be received with respect to the Mortgage Loans, the Serviced Companion Loan or any
REO Property (provided, however, that the Primary Servicer shall continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the date of such termination, and it and its directors, officers, employees
and agents shall continue to be entitled to the benefits of Section 3.03 of this Agreement notwithstanding any such
termination).


  


In
addition to any other rights the Master Servicer may have hereunder, if the Primary Servicer fails to remit to the Master Servicer
any amounts when required to be remitted hereunder, the Primary Servicer shall pay to the Master Servicer interest on the amount
of such late remittance at the Prime Rate, applied on a per diem basis for each day such remittance is late (i.e., said per annum
rate divided by 365 multiplied by the number of days late); but in no event shall such interest be greater than the maximum amount
permitted by law.


  


Section
4.02             Waiver of Defaults.


  


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


 


Section
4.03             Other Remedies of Master Servicer.


 


During
the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Master Servicer, in
addition to the rights specified in Section 4.01 of this Agreement, shall have the right, in its own name, to take all
actions now or hereafter


 



    26


     


    

 


 existing at law, in equity or by statute to enforce its rights and remedies (including the institution
and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive
of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission
to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.


 


ARTICLE
V


 



TERMINATION


 


Section
5.01             Termination.


  


Except
as otherwise specifically set forth herein, the rights, obligations and responsibilities of the Primary Servicer shall
terminate (without payment of any penalty or termination fee): (i) upon the later of the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and the disposition of all REO Property and the remittance of
all funds due hereunder; (ii) by mutual consent of the Primary Servicer and the Master Servicer in writing; (iii) pursuant to Section
5.02 of this Agreement; (iv) at the option of any purchaser of one or more Mortgage Loans pursuant to the Pooling and
Servicing Agreement, upon such purchase and only with respect to such purchased Mortgage Loan or Mortgage Loans, subject to
the Primary Servicer’s rights to retain any accrued and unpaid fees and expenses; (v) upon termination of the Pooling
and Servicing Agreement; or (vi) with respect to the Serviced Whole Loan, upon the Servicing Shift Securitization
Date.


 


Section
5.02             Termination With Cause.


 





The
Master Servicer may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all
of the Mortgage Loans or the Serviced Companion Loan, as provided in Section 4.01 of this Agreement upon the occurrence
of an Event of Default.


 


In
addition, the Master Servicer shall terminate any rights the Sub-Servicer may have hereunder with respect to the Mortgage Loans
and Serviced Companion Loan if at any time the Sub-Servicer is a Risk Retention Affiliate of the Third Party Purchaser and the
Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB pursuant to Section 3.20 of the Pooling
and Servicing Agreement.


 


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


 


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


 





At
such time as any Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan, the obligations and duties of the
Primary Servicer set forth herein with respect to


 



    27


     


    

 


such Specially Serviced Loan that are required to be performed by the Special
Servicer under the Pooling and Servicing Agreement shall cease in accordance with Section 3.01(c) of this Agreement. The
Primary Servicer shall continue to perform all of its duties hereunder with respect to the Specially Serviced Loans to the extent
set forth in Section 3.01 of this Agreement. If a Specially Serviced Loan becomes a Corrected Loan, the Primary Servicer
shall commence servicing such Corrected Loan pursuant to the terms of this Agreement.


 


ARTICLE
VI


 


MISCELLANEOUS


 


Section
6.01             Successor to the Primary Servicer.


 





Contemporaneously
with the termination of the Primary Servicer’s responsibilities and duties under this Agreement pursuant to Section 3.04,
4.01, 5.01 or 5.02 of this Agreement, the Master Servicer shall (i) succeed to and assume all of the Primary
Servicer’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which satisfies
the criteria for a successor Primary Servicer in Section 3.02 of this Agreement and which shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of the Primary Servicer under this Agreement accruing following the
termination of the Primary Servicer’s responsibilities, duties and liabilities under this Agreement.


 


Section
6.02             Financial Statements.


 


The
Primary Servicer shall, upon the request of the Master Servicer, make available its publicly available financial statements and
other records relevant to the performance of the Primary Servicer’s obligations hereunder.


  


Section
6.03             Closing.





 


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


 


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


 


Section
6.04             Closing Documents.


 


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


  


		(a)	to
be provided by the Primary Servicer:



  


		(1)	this
Agreement executed by the Primary Servicer;



  






    28


     


    

 


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



  


		(3)	Reserved;
and



  


		(4)	the
account certifications in the form of Exhibit F hereto required by Section 3.01(c)(4) and (7) of this
Agreement, fully completed; and



  


		(b)	to
be provided by the Master Servicer:



  


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



  


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



  


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



  


Section
6.05             Notices.


 


Except
as provided herein, all demands, notices, consents and communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered to the following addresses:


  


(i)           if
to the Master Servicer:


 


Wells
Fargo Bank, National Association


Commercial Mortgage Servicing


Three
Wells Fargo


401
S. Tryon Street, 8th Floor


MAC
D1050-084


Charlotte,
North Carolina 28202


Reference:
UBS 2017-C7 Asset Manager





 


with
a copy to:


 


Wells
Fargo Bank, National Association





Legal
Department





301
South College St.





D1053-300





Charlotte,
North Carolina 28202





Reference:
Commercial Mortgage Servicing Legal Support


 






    29


     


    

 


With
a copy to:


 


K&L
Gates LLP





Hearst
Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann


 


(ii)          if
to the Primary Servicer:


 


KeyBank
National Association





11501
Outlook Street, Suite 300 


Overland
Park, Kansas 66211





Attention:
Michael A. Tilden 


Fax
No. 877-379-1625





 


with
a copy to:


 


Polsinelli 


900
West 48th Place, Suite 900





Kansas
City, Missouri 64112


Attention: Kraig Kohring 


Fax
No. 816-753-1536


  


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


 


Section
6.06             Severability Clause.


 


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


 


Section
6.07             Counterparts.


 


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


 






    30


     


    

 


Section
6.08             Governing Law.


 


This
Agreement and any claim, controversy or dispute arising under or related to or in connection with this Agreement, the relationship
of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by the laws
of the State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations
Law.


 


Section
6.09             Protection of Privileged Information.


 


If
the Primary Servicer receives Privileged Information from the Master Servicer with a notice stating that such information is Privileged
Information, the Primary Servicer shall not disclose such Privileged Information to any Person without the prior written consent
of the Master Servicer.


 


Section
6.10             Intention of the Parties.


 


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


 


Section
6.11             Third Party Beneficiary.


 


The
Trustee, for the benefit of the Certificateholders and the Serviced Companion Noteholder, and the Trustee, as holder of the Lower-Tier
Regular Interests, shall be a third party beneficiary under this Agreement, provided that, except to the extent the Trustee or
its designee assumes the obligations of the Master Servicer hereunder as contemplated by Section 6.12 of this Agreement,
none of the Depositor, the Certificate Administrator, the Trustee, the Operating Advisor, the Trust, the Special Servicer, or any Certificateholder shall have any duties, liabilities or obligations under this Agreement.


  


Section
6.12             Successors and Assigns; Assignment of Agreement.


  


This
Agreement shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective
successors and assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated
by the Primary Servicer to a third party except as otherwise specifically provided for herein. This Agreement may be assumed by
the Trustee if the Trustee has assumed the duties of the Master Servicer or any successor Master Servicer, without cost or obligation
to the assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the extent they arose
prior to the date of assumption, of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement
(it being understood that any such obligations shall be the obligations of the terminated Master Servicer only).


  






    31


     


    

 


Section
6.13             Waivers.


 


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


 


Section
6.14             Exhibits.





  


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


  


Section
6.15             General Interpretive Principles.


 


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


 


Section
6.16             Complete Agreement.


 


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


 


Section
6.17             Further Agreement.


 


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


 


Section
6.18             Amendments.


  


This
Agreement may only be amended with the consent of the Primary Servicer and the Master Servicer. No amendment to the Pooling and
Servicing Agreement that purports to change the rights or obligations of the Primary Servicer hereunder or under the Pooling and
Servicing Agreement shall be effective against the Primary Servicer without the express written consent of the Primary Servicer.


  


[Remainder
of Page Intentionally Left Blank]


 




    32


     


    


 



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


 


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



 

UBS
2017-C7

KeyBank Primary Servicing Agreement


 



    	



     

    





	 	KEYBANK
    NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Bryan Nitcher
	 	 	Name: Bryan Nitcher
Title:   Senior Vice President







 


UBS 2017-C7

KeyBank Primary Servicing Agreement



 



    	



     

    

 


EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 





	Loan No. / 

Property 

No.	Property Name	Cut-off Date 

Balance	Primary Servicing 

Fee
	6	HRC Hotels Portfolio	$41,890,256	0.01000%1
	14	North Creek Parkway Center	$23,725,000	0.01000%
	18	Covington Center II	$16,436,639	0.01000%
	21	West Carmel Marketplace	$12,600,000	0.01000%
	29	Candlewood Suites Fayetteville	$8,984,774	0.01000%
	41	Concord Multifamily Portfolio	$4,744,013	0.01000%
	42	Mini U Storage - Livonia	$4,300,000	0.01000%
	43	Mini U Storage - Denver	$4,300,000	0.01000%
	46	Mini U Storage - Highlands Ranch	$3,900,000	0.01000%


 


 






1 The Primary Servicing
Fee Rate for the Serviced Companion Loan is also 0.01000%


 


    	A-1



     

    

 


EXHIBIT
B


 


PRIMARY SERVICER’S OFFICER’S CERTIFICATE


 





I,
______________________ , hereby certify that I am the duly elected of [Primary Servicer], a corporation organized under
the laws of the State of (the “Primary Servicer”) and further as follows:


 


(i)                  Attached
hereto as Exhibit 1 is a true, correct and complete copy of the articles
of incorporation of the Primary Servicer which are in full force and effect on the date hereof and which have been in effect
without amendment, waiver, rescission or modification since


 


(ii)                Attached
hereto as Exhibit 2 is a true, correct and complete copy of the by-laws of
the Primary Servicer which are in effect on the date hereof and which have been in effect without amendment,
waiver, rescission or modification since


 


(iii)              
Attached hereto as Exhibit 3 is an original certificate of good standing
of the Primary Servicer, issued within ten days of the date hereof, and no event has occurred since the date thereof which would impair
such standing.


 


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


 


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


 


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


 






    B-1


     


    

 


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


 


(ix)             
The Primary Servicer is duly authorized to engage in the transactions described and contemplated in the Primary Servicing
Agreement.


 






    B-2


     


    





 


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


	 	 	 	 	 
	Dated:	 	 	By	 	 
	 	 	Name:	 
	[Seal]	 	Title:	[Vice] President



 





I, _______________________, an [Assistant] Secretary
of [Primary Servicer], hereby certify that_______________________________ is the duly elected, qualified and acting [Vice]
President of the Primary Servicer and that the signature appearing above is [her] [his] genuine signature.


  




IN
WITNESS WHEREOF, I have hereunto signed my name.





	 	 	 	 	 
	Dated:	 	 	By	 	 
	 	 	Name:	 
	[Seal]	 	Title:	[Vice] President













 




    B-3


     


    

 


EXHIBIT
5


To


 


Primary
Servicer’s Officer’s Certificate


 


	Name	Title	Signature
	 		
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 






    B-4


     


    

 


EXHIBIT
C


 


POOLING
AND SERVICING AGREEMENT


 


Previously
delivered.


 




    	C-1



     

    

 


EXHIBIT
D


 


RESERVED


 




    	D-1



     

    

 




EXHIBIT
E


 


QUARTERLY
SERVICING CERTIFICATION






 


Primary Servicer:


 


RE: UBS 2017-C7


 


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


 


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


 


Based on [Primary Servicer’s] monitoring
of the insurance in accordance with the Servicing Standard, all required insurance policies are in full force and effect on the
mortgaged premises in the form and amount and with the coverage required by the Servicing Agreement(s).


 


All necessary action has been taken to
continue all UCC Financing Statements in favor of the originator of each mortgage loan and companion loan or in favor of any assignee
prior to the expiration of such UCC Financing Statements.


 


All reserves are maintained and disbursed
in accordance with the loan documents and no obligation for which a reserve is held has not been completed within the time required
by the applicable document.


 





	EXCEPTIONS: 	 
	 	 




 





	 	 	 
	Servicing Officer	 	Date



 



    E-1


     


    

 


EXHIBIT F


 


FORM OF ACCOUNT CERTIFICATION


 


Securitization: ___________________________________________________________________________________________________________________


 


Primary Servicer: ______________________________________________________________________________________________________________


 


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


 


Account Number: _______________________________________________________________________________________________________________


 


Account Name: _________________________________________________________________________________________________________________


 


Depository Institution (and Branch):


	 	 	 
	   	Name:	___________________________________________________________________________________________________________________
	 	 	 
	 	Street:	___________________________________________________________________________________________________________________


 


	 	 City, State,
    Zip:____________________________________________________________________________________________________________


 


	   	Rating Agency: _____________________________________________	Rating:	_______________________________________________________





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


 


Prepared by: ____________________________________________________________________________________________________________________


 


Signature: ______________________________________________________________________________________________________________________


 


Title: __________________________________________________________________________________________________________________________


 


Date: __________________________________________________________________________________________________________________________


	 	 	 
	Telephone: _________________________________________________________	 	Fax: ______________________________________________


 



    	F-1



    	 



    

 


EXHIBIT G


 


FORM OF COLLECTION REPORT


 


Series _____


 


Month of__________________



 





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

Serv ID  	Master

Servicer

Loan#

	Sub-Servicer
Loan#  	Prosp

ID 	Sched

Due

Date	Begin Balance Prior to

Pmt

	Ending
Balance After Pmt	Paid
Thru Date	Current
Note Rate	Sub-

Servicer 

Fee Rate	Sched
Prin Pmt	Sched
Int Pmt	Sched
P&I Amount	Sched
Sub- Serv Fee	Sched
Addl Sub- Sub Fee  	Neg
Am/

Deferred Int Amount	Unsched
Principal Rec’d  	Other
Principal Adjust  	Other
Interest Adjust  	Liq/
Prepmt Date  	Prepmt
Penalty / YM Rec’d	Prepmt
Int Exc/Short	Liq/
Prepmt Code	T&I Advances O/S

	Pmt Eff Date Recd

	Actual Principal Rec’d

	Actual
(Gross) Interest Rec’d	Actual
Sub- Servicer Fee Paid	Addl
Sub-Sub Fee Paid	Actual
(Net) Interest Rec’d 	Late
Charges Rec’d 	Default
Interest Rec’d 	Assum
Fees Rec’d 	Addl
Fees Rec’d 	Remittance
Amount 	Actual
Loan Balance 	Total
Reserve Balance 	Pmt
Loan Status 	Comments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	0.00	0.00	 	0.00	 	0.00	0.00	0.00	 	 	0.00	0.00	0.00	0.00	0.00	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NET REMITTO MS	-	 	 	 	 


 





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







 



    	G-1



    	 



    

 



EXHIBIT H


 


FORM OF CERTIFICATE OF INSURANCE








	Primary Servicer: 	 	 





 


	Re:	     UBS 2017-C7



 





Pursuant to the Primary Servicing Agreement(s)
between Wells Fargo Bank, National Association and [Primary Servicer], based on [Primary Servicer’s] monitoring of the insurance
in accordance with the Servicing Standard, we certify with respect to each Mortgage Loan and Serviced Companion Loan serviced by
us for Wells Fargo Bank, National Association that all required insurance policies are in full force and effect on the mortgaged
premises in the form and amount and with the coverage required by the Servicing Agreement(s).


 


	Servicing Officer	 	Date





 



    	H-1



    	 



    

 





EXHIBIT I


 


NEW LEASE INFORMATION 


	 	 	 	 	 	 
	Loan #	 	Property Type:	 	Tenant:	 






	 	 
	Property Name/Address:	 




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



	 	 	 	 
	Begin Lease Date:	 	 	Retail



	 	 	 	 
	End Lease Date:	 	 	Office



	 	 	 	 
	Occupancy Date (if diff):	 	 	Other





	 	 	 	 
	Minimum Rent 	 	 	(S/SF/YR)






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


 


Percentage Rent 




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




	 	 	 	 
	Breakpoint	 	(S/Yr)	Sales Report Due:
	 	 	 	 
	 	 	 	 	 




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


 


Recoveries 


	 	 	 	 	 	 
	 	Taxes	 	 	Per	 



	 	 	 	 	 	 
	 	Insurance	 	 	Per	 




	 	 	 	 	 	 
	 	Cam	 	 	Per	 



	 	 	 	 	 	 
	 	HVAC	 	 	Per	 




	 	 	 	 	 	 
	 	Adver/Promo	 	 	Per	 



	 	 	 	 	 	 
	 	 	 	 	Per	 


	 	 	 	 	 	 
	 	 	 	 	Per	 



 	 	 	 	 	 	 
	 	Management	 	 	Per	 


  




    	I-1



    	 



    

 


Renewal Options 


	 	 	 	 	 
	Term	 	 	SF	 




	 	 	 	 	 
	Minimum rent	 	 	Gross Rentable	 




	 	 	 	 	 
	% Rent	 	 	Net Rentable	 


 


Landlord Costs




	 	 	 
	 	 Alterations:	 




	 	 	 
	 	   Commissions: 	 




	 	 	 
	 	   Moving Allowances:	 




	 	 	 
	 	 Buyout Clauses:	 




	 	 	 
	 	Other:	 



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

Does not furnish building coverage

General liability naming landlord mortgagee as additional
insured; will

need coverage for review

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

Mutual; will need endorsement

Landlord only; will need endorsement

Tenant only; do not need endorsement

	 	 
	Comments:
	 	 
	Attachments:	 
	 	Original Lease

Original Subordination Agreement



 



    	I-2



    	 



    



 


EXHIBIT J


 


MONTHLY SERVICING ACCOUNTS CERTIFICATION


 


	Primary Servicer:	 	 





 


	Re:	UBS 2017-C7



 





Pursuant
to the Servicing Agreement(s) between Wells Fargo Bank, National Association and the above named Servicer, I certify with respect
to each transaction serviced by us, as noted above, for Wells Fargo Bank, National Association that as of (Determination Date)
all collection accounts and servicing accounts have been properly reconciled and the reconciliations have been reviewed and approved
by Servicer’s management, except as otherwise noted below:


 


	EXCEPTIONS: 	 
	

                                                  
	 
	

                                                  
	 










 


	Servicing Officer	 	Date







 



    J-1