Exhibit 4.1 


 





EXECUTION VERSION 





 





	 






 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer


 


LNR
PARTNERS, LLC,

as General Special Servicer


 


NATIONAL
COOPERATIVE BANK, N.A., 


as
NCB Master Servicer and as NCB Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


 






 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of March 1, 2017


 


 






 


Commercial
Mortgage Pass-Through Certificates

Series 2017-RC1 





	 


  




    	 



     


    

 


Table
of Contents


 





	 	 	
        Page

	 	 	 
	ARTICLE I
	 	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	5
	Section 1.02	Certain Calculations	121
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans	122
	Section 2.02	Acceptance by Trustee	129
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	134
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	150
	 	 	 
	ARTICLE III
	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND
	 
	Section 3.01	The Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	150
	Section 3.02	Collection of Mortgage Loan Payments	159
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	164
	Section 3.04	The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account	169
	Section 3.05	Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account	175
	Section 3.06	Investment of Funds in the Collection Accounts, REO Account and Loss of Value Reserve Fund	186
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	188
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	194
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	199
	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	203


 




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	Section 3.11	Servicing Compensation	205
	Section 3.12	Inspections; Collection of Financial Statements; Delivery of Reports	211
	Section 3.13	Access to Certain Information	217
	Section 3.14	Title to REO Property; REO Account	230
	Section 3.15	Management of REO Property	232
	Section 3.16	Sale of Defaulted Loans and REO Properties	234
	Section 3.17	Additional Obligations of Master Servicers and Special Servicers	241
	Section 3.18	Modifications, Waivers, Amendments and Consents	244
	Section 3.19	Transfer of Servicing Between Master Servicers and Special Servicers; Recordkeeping; Asset Status Report	256
	Section 3.20	Sub-Servicing Agreements	262
	Section 3.21	Interest Reserve Account	266
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers	266
	Section 3.23	Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party	267
	Section 3.24	Intercreditor Agreements	272
	Section 3.25	Rating Agency Confirmation	274
	Section 3.26	The Operating Advisor	276
	Section 3.27	Companion Paying Agent	284
	Section 3.28	Serviced Companion Noteholder Register	285
	Section 3.29	Certain Matters Relating to the Whole Loans	285
	Section 3.30	[RESERVED]	288
	Section 3.31	[RESERVED]	288
	Section 3.32	Litigation Control	288
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	291
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	291
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	302
	Section 4.03	P&I Advances	309
	Section 4.04	Allocation of Realized Losses	312
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	313
	Section 4.06	[RESERVED]	318
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	318
	Section 4.08	Secure Data Room	321
	 	 	 
	ARTICLE V
	 	 	 
	THE CERTIFICATES


 




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	Section 5.01	The Certificates	322
	Section 5.02	Form and Registration	323
	Section 5.03	Registration of Transfer and Exchange of Certificates	327
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	336
	Section 5.05	Persons Deemed Owners	337
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	337
	Section 5.07	Maintenance of Office or Agency	338
	Section 5.08	Appointment of Certificate Administrator	338
	Section 5.09	[RESERVED]	339
	Section 5.10	Voting Procedures	339
	 	 	 
	ARTICLE VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicers, Special Servicers, the Operating Advisor and the Asset Representations Reviewer	341
	Section 6.02	Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	347
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	347
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	349
	Section 6.05	Depositor, Master Servicers and Special Servicers Not to Resign	354
	Section 6.06	Rights of the Depositor in Respect of the Master Servicers and the Special Servicers	355
	Section 6.07	The Master Servicers and the Special Servicers as Certificate Owner	355
	Section 6.08	The Directing Certificateholder and the Risk Retention Consultation Party	355
	Section 6.09	Knowledge of Wells Fargo Bank, National Association	363
	 	 	 
	ARTICLE VII
	 	 	 
	SERVICER TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicers and Special Servicers Termination	363
	Section 7.02	Trustee to Act; Appointment of Successor	372
	Section 7.03	Notification to Certificateholders	374
	Section 7.04	Waiver of Servicer Termination Events	374
	Section 7.05	Trustee as Maker of Advances	375


 


 




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	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	375
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	377
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	379
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	379
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	380
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	381
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	382
	Section 8.08	Successor Trustee or Certificate Administrator	384
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	385
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	385
	Section 8.11	Appointment of Custodians	386
	Section 8.12	Representations and Warranties of the Trustee	387
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicers and Special Servicers	388
	Section 8.14	Representations and Warranties of the Certificate Administrator	388
	Section 8.15	Compliance with the PATRIOT Act	389
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	390
	Section 9.02	Additional Termination Requirements	394
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	395
	Section 10.02	Use of Agents	399
	Section 10.03	Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator	399
	Section 10.04	Appointment of REMIC Administrators	399
	 	 	 
	ARTICLE XI
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	400
	Section 11.02	Succession; Subcontractors	401
	Section 11.03	Filing Obligations	403


 




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	Section 11.04	Form 10-D and Form ABS-EE Filings	404
	Section 11.05	Form 10-K Filings	408
	Section 11.06	Sarbanes-Oxley Certification	411
	Section 11.07	Form 8-K Filings	413
	Section 11.08	Form 15 Filing	415
	Section 11.09	Annual Compliance Statements	415
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	417
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	419
	Section 11.12	Indemnification	420
	Section 11.13	Amendments	423
	Section 11.14	Regulation AB Notices	423
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	423
	Section 11.16	Certain Matters Regarding Significant Obligors	429
	Section 11.17	Impact of Cure Period	429
	 	 	 
	ARTICLE XII
	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset Review	429
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	435
	Section 12.03	Resignation of the Asset Representations Reviewer	436
	Section 12.04	Restrictions of the Asset Representations Reviewer	437
	Section 12.05	Termination of the Asset Representations Reviewer	437
	 	 	 
	ARTICLE XIII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section 13.01	Amendment	440
	Section 13.02	Recordation of Agreement; Counterparts	445
	Section 13.03	Limitation on Rights of Certificateholders	445
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	446
	Section 13.05	Notices	447
	Section 13.06	Severability of Provisions	453
	Section 13.07	Grant of a Security Interest	453
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	454
	Section 13.09	Article and Section Headings	454
	Section 13.10	Notices to the Rating Agencies	454


 


 




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	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate (Other than Class R Certificates)
	EXHIBIT A-2	Form of Class R Certificate
	EXHIBIT A-3	Form of RR Interest
	EXHIBIT B	Mortgage Loan Schedule
	EXHIBIT C	Form of Investment Representation Letter
	EXHIBIT D-1	Form of Transferee Affidavit for Transfers of Class R Certificates
	EXHIBIT D-2	Form of Transferor Letter for Transfers of Class R Certificates
	EXHIBIT D-3	Form of Transferee Certificate for Transfers of RR Interest
	EXHIBIT D-4	Form of Transferor Certificate for Transfers of RR Interest
	EXHIBIT D-5	Form of Transferee Certificate for Transfers of B-Piece Certificates
	EXHIBIT D-6	Form of Transferor Certificate for Transfers of B-Piece Certificates
	EXHIBIT E	Form of Request for Release
	EXHIBIT F-1	Form of ERISA Representation Letter Regarding ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter Regarding Class R Certificates
	EXHIBIT G	Form of Distribution Date Statement
	EXHIBIT H	Form of Omnibus Assignment
	EXHIBIT I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	EXHIBIT J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	EXHIBIT L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	Form of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class Holder
	EXHIBIT P-1F	Form of Notice of [Excluded Loan][Excluded Controlling Class Holder] to Certificate Administrator
	EXHIBIT P-1G	Form of Certification of the Directing Certificateholder
	EXHIBIT P-1H	Form of Certification of the Risk Retention Consultation Party



 






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



 






    	-vii- 



     


    

 


	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans (Other than NCB Co-op Mortgage Loans) With Earnout, or Performance Escrows or Reserves Exceeding 10% of their respective Initial Principal Balances


 




    	-viii- 



     


    

 


This
Pooling and Servicing Agreement is dated and effective as of March 1, 2017, between Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special
Servicer, National Cooperative Bank, N.A. as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER
REMIC


 


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


 






    	 



     


    

 


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


 


	Class
Designation 
	Interest
Rate 
	Original
Lower-Tier Principal Amount 

	Class
    LA1	(1)	$19,435,000
	Class
    LA2	(1)	$73,836,000
	Class
    LA3	(1)	$100,000,000
	Class
    LA4	(1)	$195,938,000
	Class
    LASB	(1)	$26,358,000
	Class
    LAS	(1)	$46,009,000
	Class
    LB	(1)	$28,942,000
	Class
    LC	(1)	$26,715,000
	Class
    LD	(1)	$30,425,000
	Class
    LE	(1)	$23,005,000
	Class
    LF	(1)	$8,163,000
	Class
    LG	(1)	$14,842,045
	Class
    LR	None(2)	None         
	LRR	(1)	$31,245,686.60




 


 






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



 


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



 


UPPER-TIER
REMIC


 


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


 


THE
CERTIFICATES


 


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



 






    	-2- 



     


    

 





	Class
of Certificates 
	Initial
Pass-

Through Rate 
	Original
Certificate

Balance or Notional

Amount

	Class
    A-1 Certificates	2.0120%	$19,435,000
	Class
    A-2 Certificates	3.1180%	$73,836,000
	Class
    A-3 Certificates	3.3640%	$100,000,000
	Class
    A-4 Certificates	3.6310%	$195,938,000
	Class
    A-SB Certificates	3.4530%	$26,358,000
	Class
    X-A Certificates	1.7370%(1)	$415,567,000(2)
	Class
    X-B Certificates	1.0306%(1)	$101,666,000(2)
	Class
    X-D Certificates	1.8756%(1)	$30,425,000(2)
	Class
    A-S Certificates	3.8440%	$46,009,000
	Class
    B Certificates	4.0360%	$28,942,000
	Class
    C Certificates	4.5910%	$26,715,000
	Class
    D Certificates	3.2500%	$30,425,000
	Class
    X-E Certificates	1.7646%(1)	$23,005,000(2)
	Class
    E Certificates	3.3610%	$23,005,000
	Class
    X-F Certificates	1.7646%(1)	$8,163,000(2)
	Class
    F Certificates	3.3610%	$8,163,000
	Class
    X-G Certificates	1.7646%(1)	$14,842,045(2)
	Class
    G Certificates	3.3610%	$14,842,045
	Class
    R Certificates	None(3)	N/A
	RR
    Interest	None(4)	$31,245,686.60




 


 






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



 


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



 


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



 


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



 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $624,913,732.


 


Each
of the Peachtree Mall Pari Passu Companion Loans and the DoubleTree by Hilton Tempe Pari Passu Companion Loan, and any AB Subordinate
Companion Loan (each a “Companion Loan” and collectively, the “Companion Loans”) are not
part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of
the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion Loan) will be
serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not be part of the
Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned
by the related Companion Holders.


 






    	-3- 



     


    

 


The
Peachtree Mall Whole Loan consists of the Peachtree Mall Mortgage Loan and the Peachtree Mall Pari Passu Companion Loans. The
Peachtree Mall Mortgage Loan and the Peachtree Mall Pari Passu Companion Loans are pari passu with each other. The Peachtree
Mall Mortgage Loan is part of the Trust Fund. The Peachtree Mall Pari Passu Companion Loans are not part of the Trust Fund. The
Peachtree Mall Mortgage Loan and the Peachtree Mall Pari Passu Companion Loans will be serviced and administered in accordance
with the CSAIL 2016-C7 Pooling and Servicing Agreement and the Peachtree Mall Intercreditor Agreement.


 


The
DoubleTree by Hilton Tempe Whole Loan consists of the DoubleTree by Hilton Tempe Mortgage Loan and the DoubleTree by Hilton Tempe
Pari Passu Companion Loan. The DoubleTree by Hilton Tempe Mortgage Loan and the DoubleTree by Hilton Tempe Pari Passu Companion
Loan are pari passu with each other. The DoubleTree by Hilton Tempe Mortgage Loan is part of the Trust Fund. The DoubleTree
by Hilton Tempe Pari Passu Companion Loan is not part of the Trust Fund. The DoubleTree by Hilton Tempe Mortgage Loan and the
DoubleTree by Hilton Tempe Pari Passu Companion Loan will be serviced and administered in accordance with the WFCM 2016-C37 Pooling
and Servicing Agreement and the DoubleTree by Hilton Tempe Intercreditor Agreement.


 


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


 




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Article
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“AB Intercreditor Agreement”:
Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of the related Mortgage
Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further amended in accordance
with the terms thereof. For the avoidance of doubt, there are no AB Intercreditor Agreements related to the Trust.


 


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


 


“AB Mortgage Loan”:
A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund. For
the avoidance of doubt, there are no AB Mortgage Loans related to the Trust.


 






    	-5- 



     


    

 


“AB Mortgaged Property”:
The Mortgaged Property which secures the related AB Whole Loan. For the avoidance of doubt, there are no AB Mortgaged Properties
related to the Trust.


 


“AB Subordinate Companion
Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made by
the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and
which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the related Intercreditor Agreement. For the avoidance of doubt, there are no AB Subordinate Companion Loans
related to the Trust.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance of doubt, there are
no AB Whole Loans related to the Trust.


 


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


 


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


 



    	-6- 



     


    

 


respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan
Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) and
the Risk Retention Consultation Party will not have more than thirty (30) days to respond to the applicable Master Servicer’s
or the applicable Special Servicer’s, as applicable, request for such consent; provided, further, that upon
the applicable Master Servicer’s or the applicable Special Servicer’s, as applicable, determination consistent with
the Servicing Standard, that exigent circumstances do not allow the applicable Master Servicer or the applicable Special Servicer,
as applicable, to consult with the Directing Certificateholder, the Risk Retention Consultation Party or any applicable Serviced
AB Whole Loan Controlling Holder, as applicable, such Master Servicer or such Special Servicer, as applicable, is not required
to do so. The applicable Master Servicer (at its own expense) and the applicable Special Servicer (at the expense of the Trust
Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Administrative Cost
Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to the sum
of the Servicing Fee Rate, the Certificate


 



    	-7- 



     


    

 


Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion
of Loss of Value Payments deposited into the Collection Accounts pursuant to Section 3.05(g) of this Agreement) and any
REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master
Servicers pursuant to Section 3.17(a)) on deposit in the Collection Accounts (in each case, exclusive of any amount on deposit
in or credited to any portion of the Collection Accounts that is held for the benefit of the Companion Holders) as of the close
of business on the related P&I Advance Date, exclusive of (without duplication):


 


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


 


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


 



    	-8- 



     


    

 


Determination Date, subsequent to the related Due Date) allocable to
the Mortgage Loans;


 


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


 


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


 


(v)         [RESERVED].


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-9- 



     


    

 


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


 


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


 


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


 


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


 


“Allocated Cumulative
Appraisal Reduction Amount”: An amount equal to the Non-Retained Percentage of the Cumulative Appraisal Reduction Amount.


 






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“Anticipated Repayment
Date”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at the Revised Rate.
For the avoidance of doubt, there are no ARD Loans in the Trust as of the Closing Date. All references to Anticipated Repayment
Date herein shall be disregarded and shall have no force and effect.


 


“Applicable Laws”:
As defined in Section 8.15.


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable
Special Servicer (prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage
Loan or Whole Loan other than an Excluded DCH Loan) in consultation with the Directing Certificateholder, and, after the occurrence
and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (only with respect
to a Mortgage Loan or Whole Loan other than an Excluded DCH Loan) and the Operating Advisor and, after the occurrence and during
the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination
Date that is at least ten (10) Business Days following the date on which the applicable Special Servicer receives an Appraisal
(together with information requested by the applicable Special Servicer from the applicable Master Servicer in accordance with
this Agreement reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation described below, equal
to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced
Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined
(1) by one or more Appraisals obtained by the applicable Special Servicer with respect to any Mortgage Loan (together with any
other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding
principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the applicable Master Servicer as an
Advance) or (2) by an internal valuation performed by the applicable Special Servicer (or at the applicable Special Servicer’s
election, by one or more MAI appraisals obtained by such Special Servicer) with respect to any Mortgage Loan


 



    	-11- 



     


    

 


(together with any
other Mortgage Loan cross collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding
principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the applicable Special
Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal and any other information it
deems relevant; provided that, in the case of an NCB Co-op Mortgage Loan, such Appraised Value shall be determined (I) except
as provided in clause (II) below, in the case of each Mortgaged Property, assuming such Mortgaged Property is operated as
a residential cooperative with such value, in general, to equal the sum of (x) the gross share value of all cooperative units in
such Mortgage Loan (applying a discount for units that are subject to existing rent regulated or rent controlled rental tenants
as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the
market, plus (y) the amount of the underlying debt encumbering such residential cooperative property and (II) if the applicable
Special Servicer determines, in accordance with the Servicing Standard, that there is no reasonable expectation that the related
Mortgaged Property will be operated as a residential cooperative following any work-out or liquidation of the related Mortgage
Loan, assuming such Mortgaged Property is operated as a multifamily rental property and (B) all escrows, letters of credit and
reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum
of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the applicable
Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a
per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid interest
on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing
Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan
or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced
Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents,
unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due
and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents
and other amounts have not been the subject of an Advance by the applicable Master Servicer, the applicable Special Servicer or
the Trustee, as applicable); provided, however, that without limiting the applicable Special Servicer’s obligation
to order and obtain such Appraisal or perform such valuation, if the applicable Special Servicer has not obtained an Appraisal
or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with
respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction
Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120)
days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the
Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related
Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received
by the applicable Special Servicer and the Appraisal Reduction Amount is calculated as of the first Determination Date that is
at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the applicable Special
Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the applicable


 



    	-12- 



     


    

 


Master
Servicer as a Servicing Advance); provided, further, however, that with respect to an Appraisal Reduction
Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the applicable Special Servicer shall order
and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause
(i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction
Event, the applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90)
day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further,
however, that in no event shall the applicable Special Servicer be required to order any such Appraisal prior to the conclusion
of such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal
shall be promptly delivered in electronic format by the applicable Special Servicer to the applicable Master Servicer, the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the
Trustee. In connection with any Appraisal Reduction Amount, the applicable Master Servicer shall provide the applicable Special
Servicer with the information as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any such request.
No Master Servicer shall calculate Appraisal Reduction Amounts.


 


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


 


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


 


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


 


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


 



    	-13- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and Revised Rate. For
the avoidance of doubt, there are no ARD Loans in the Trust as of the Closing Date..


 






    	-14- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-15- 



     


    

 


of all of the Mortgage Loans (including
any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection
Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-16- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“B-Piece Certificates”:
The Class X-E, Class E, Class X-F, Class F, Class X-G and Class G Certificates.


 


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


 


“B-Piece Transfer Restriction
Period”: The period from the Closing Date to the earliest of (i) the fifth anniversary of the Closing Date, (ii) the
date that is the later of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been
reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans and (B) the date


 



    	-17- 



     


    

 


on which the aggregate outstanding
principal balance of the Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance
of the Principal Balance Certificates as of the Cut-off Date; (iii) the date on which all of the Mortgage Loans have been defeased
in accordance with paragraph (b)(8)(i) of Section 7 of the Risk Retention Rules; and (iv) the date on which the Risk Retention
Rules have been effectively abolished or officially determined by the OCC, the Board of Governors of the Federal Reserve System,
the FDIC, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer
applicable to the Trust.


 


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


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the RR
Interest shall be a Certificate.


 


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


 


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


 


“Certificate Administrator
Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.0103% per annum
and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related
Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution
Date. The Certificate Administrator Fee includes the Trustee Fee.


 






    	-18- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 



    	-19- 



     


    

 


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


 


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


 


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


 


“Certification Parties”:
As defined in Section 11.06.


 


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


 


“Certifying Person”:
As defined in Section 11.06.


 


“Certifying Servicer”:
As defined in Section 11.09.


 


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


 


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


 






    	-20- 



     


    

 


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


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.0120%.


 


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


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.1180%.


 


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


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3640%.


 


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


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.6310%.


 


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


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.8440%.


 


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


 


“Class A-SB Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.4530%.


 


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


 






    	-21- 



     


    

 


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


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 4.0360%.


 


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


 


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.5910% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.2500%.


 


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


 


“Class E Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3610%.


 


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


 


“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3610%.


 


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


 


“Class G Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3610%.


 


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


 






    	-22- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-23- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class X-B Pass-Through
Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will equal the excess, if any of (a)
the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates
of the Class A-S, Class B and Class C Certificates for such Distribution Date, weighted on the basis of their respective aggregate
Certificate Balances immediately prior


 



    	-24- 



     


    

 


to the Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Closing Date”:
March 14, 2017.


 


“CMBS”: Commercial
mortgage-backed securities.


 


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


 


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


 


“Collection Account”:
A segregated custodial account or accounts created and maintained by each Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee for the benefit of the Certificateholders, which, with respect to the General Master Servicer, shall be entitled
“Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of 


 



    	-26- 



     


    

 


Wells Fargo Commercial Mortgage Trust
2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, Collection Account” and, with respect to the
NCB Master Servicer, shall be entitled “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, Collection Account”. Any such
account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that
each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set
forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that
is part of the applicable Collection Account shall be for the benefit of the related Serviced Companion Noteholder, to the
extent funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust or
any Trust REMIC.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled “Wells
Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Companion
Loans, relating to the Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1,
Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust or any Trust REMIC,
but instead shall be held by the Companion Paying Agent on behalf of the Serviced Companion Noteholders. Any such account shall
be an Eligible Account. Notwithstanding the foregoing, if the General Master Servicer and the Companion Paying Agent are the same
entity, the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


“Companion Loan(s)”:
As defined in the Preliminary Statement.


 


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


 






    	-27- 



     


    

 


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


 


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


 


For the avoidance of doubt, Compensating
Interest Payments attributable to a Serviced Whole Loan shall be allocated among the related Mortgage Loan and the related


 



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Serviced
Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal balances.


 


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


 


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


 


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


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class E Certificates
becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of
the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class
certificateholder pursuant to Section 3.23(l); provided that a Control Termination Event shall not be deemed continuing
in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to
zero as a result of the allocation of principal payments on the Mortgage Loans.


 


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


 






    	-29- 



     


    

 


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


 


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


 


“Corporate Trust Office”:
The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time its corporate
trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement
is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, 600 South 4th Street, 7th
Floor, MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee WFCM 2017-RC1; and (iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis
Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), WFCM Commercial Mortgage Securities Trust 2017-RC1,
telecopy number (410) 715-2380.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update
File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC®
Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report,
(5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC
Report and (9) with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC® Total Loan Report).
In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report.
In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC®
Appraisal Reduction Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.
The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called
for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports as may
from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally. For
the purposes of the production of the CREFC® Comparative Financial Status Report by the applicable Master Servicer
or the applicable Special Servicer of any such report that is required to state information for any period prior to the Cut-off
Date, the applicable Master Servicer or the applicable Special


 



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Servicer, as the case may be, may conclusively rely (without independent
verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or
(x) in the case of such a report produced by either Master Servicer, by the applicable Special Servicer (if other than such Master
Servicer or an Affiliate thereof) and (y) in the case of such a report produced by either Special Servicer, by the applicable Master
Servicer (if other than such Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying Loans for the four
most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the least of (a) 0.10x
below the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) set
forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected
Crossed Underlying Loan(s)) for the four preceding calendar quarters


 



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preceding the repurchase or replacement and (c) 1.25x, (ii)
the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or substitution based
upon an Appraisal obtained by the General Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater
than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the
entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus
plus 10%, (b) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the entire
such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase or substitution,
and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator
with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall
not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not
cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution
or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining
in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan
removed from the Trust) and (v) (other than with respect to any Excluded DCH Loan) unless a Control Termination Event has occurred
and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected Crossed
Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


“CSAIL 2016-C7 Pooling
and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2016, among Credit Suisse Commercial
Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, as from time to time
amended, supplemented or modified relating to the issuance of the CSAIL 2016-C7 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-C7.


 


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


 


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


 






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


 


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


 


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in March 2017, or with respect to any Mortgage Loan
that has its first Due Date in April 2017, the date that would have otherwise been the related Due Date in March 2017.


 


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


 


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


 


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


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments (other than a Balloon Payment) or delinquent in respect of its Balloon Payment, if any; provided
that in respect of a Balloon Payment, such period will be 120 days if the related Mortgagor has provided the applicable Master
Servicer or applicable Special Servicer, as applicable, with a written and fully executed commitment or otherwise binding application
for refinancing of the related Mortgage Loan from an acceptable lender reasonably satisfactory in form and substance to such Master
Servicer or Special Servicer, as applicable; and, in either case, such delinquency is to be determined without giving effect to
any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the
related Mortgage and Mortgage Note or (ii) as to which the applicable Special Servicer has, by written notice to the related Mortgagor,
accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion
Loan does not constitute a “Defaulted Loan”.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Determination Date”:
With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th) calendar day
of that month is not a Business Day, then the next Business Day), commencing in April 2017.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-39- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiii)       any
related mezzanine intercreditor agreement;


 


(xiv)      all
related environmental reports; and


 


(xv)       all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 






    	-40- 



     


    

 


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


 


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


 


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


 


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


 


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


 


(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of any origination settlement statement;


 


(r)           a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


in each case, to the extent that the related originator
received such documents or information in connection with the origination of such Mortgage Loan. In the event any of the items
identified


 



    	-41- 



     


    

 


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


 


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


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof,


 



    	-42- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Disqualified Organization”:
Any of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or
instrumentality of any


 



    	-43- 



     


    

 


of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization which
is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates
(except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as defined in Section 775 of the
Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as
provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the
holding of an Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in April 2017. The initial Distribution Date shall be
April 17, 2017.


 


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


 


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


 


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


 


“DoubleTree by Hilton
Tempe Intercreditor Agreement”: That certain Amended and Restated Co-Lender Agreement, dated as of December 9, 2016,
by and between the holders of the respective promissory notes evidencing the DoubleTree by Hilton Tempe Whole Loan, relating to
the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 






    	-44- 



     


    

 


“DoubleTree by Hilton
Tempe Mortgage Loan”: With respect to the DoubleTree by Hilton Tempe Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan Number 18 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated
as promissory note A-2, and is pari passu in right of payment with the DoubleTree by Hilton Tempe Pari Passu Companion Loan
to the extent set forth in the related Mortgage Loan documents and as provided in the DoubleTree by Hilton Tempe Intercreditor
Agreement.


 


“DoubleTree by Hilton
Tempe Mortgaged Property”: The Mortgaged Property that secures the DoubleTree by Hilton Tempe Whole Loan.


 


“DoubleTree by Hilton
Tempe Pari Passu Companion Loan”: With respect to the DoubleTree by Hilton Tempe Whole Loan, the Companion Loan evidenced
by the related promissory note designated as promissory note A-1 made by the related Mortgagor and secured by the Mortgage on the
DoubleTree by Hilton Tempe Mortgaged Property, which is not included in the Trust and which is generally pari passu in right
of payment to the DoubleTree by Hilton Tempe Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as
provided in the DoubleTree by Hilton Tempe Intercreditor Agreement.


 


“DoubleTree by Hilton
Tempe Whole Loan”: The DoubleTree by Hilton Tempe Mortgage Loan, together with the DoubleTree by Hilton Tempe Pari Passu
Companion Loan, each of which is secured by the same Mortgage on the DoubleTree by Hilton Tempe Mortgaged Property. References
herein to the DoubleTree by Hilton Tempe Whole Loan shall be construed to refer to the aggregate indebtedness under the DoubleTree
by Hilton Tempe Mortgage Loan and the DoubleTree by Hilton Tempe Pari Passu Companion Loan.


 


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


 


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


 


“EDGAR”: As
defined in Section 11.03.


 


“EDGAR-Compatible Format”:
(a) With respect to any CREFC® Schedule AL File, any Schedule AL Additional File and any other information required
pursuant to Item 1111(h) of Regulation AB, XML format and (b) with respect to any other document or information, any format compatible
with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term


 



    	-45- 



     


    

 


unsecured
debt obligations of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than
“P-1” from Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term
unsecured debt obligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch), if
the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which
have a short-term rating of not less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be
held in such account for less than thirty (30) days, (C) the long-term unsecured debt obligations or deposits of which are rated
at least “A” by S&P, if the deposits are to be held in such account for thirty (30) days or more, and the short-term
debt obligations or deposits of which are rated at least “A-1” by S&P, if the deposits are to be held in such account
for less than thirty (30) days and (D) the long-term unsecured debt obligations or deposits of which are rated at least “A”
by DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may
include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating
of not less than “R-1(middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or
higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency
Confirmation), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained
with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt
rating shall be at least “A” from S&P, “A2” from Moody’s and “A” from Fitch (to the
extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) and “A” from
DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include
Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) or Wells Fargo Bank, National Association’s
short-term deposit or short-term unsecured debt rating shall be at least “A-1” from S&P, “P-1” from
Moody’s and “F2” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for
thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent
rating by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency
Confirmation); (iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set
forth in the applicable clause, would be listed in clauses (i) and (ii) above, with respect to which a Rating Agency
Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not
satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the
Trustee, either Master Servicer or either Special Servicer; (iv) any other account or accounts not listed in clauses (i)
and (ii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and
a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, either Master Servicer or either Special Servicer; (v) a


 



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segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured
debt rating of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty
(30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held
in the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds
substantially similar to 12 C.F.R. § 9.10(b) or (vi) in the case of Servicing Accounts or reserve accounts with respect to
NCB Mortgage Loans with respect to amounts posted with the lender for Escrow Payments, repairs, replacements, capital improvements
and/or environmental testing and remediation with respect to the related Mortgaged Property, for ongoing or threatened litigation
or for any unit maintenance or rent receivables or negative carry, any account maintained with NCB (provided that, if such account
is not otherwise an Eligible Account, NCB has a combined capital and surplus of at least $40,000,000). Eligible Accounts may bear
interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


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


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a
special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating
or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special
servicer or operating


 



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


 


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


 


“Enforcing Servicer”:
As defined in Section 2.03(k)(i) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any Controlling
Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan. Promptly
upon obtaining actual knowledge of the Directing Certificateholder or any Controlling


 



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


 


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


 


“Excluded DCH Loan”:
Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder or the
Holder of the majority of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded DCH Loan is also
an Excluded Controlling Class Loan. As of the Closing Date, there are no Excluded DCH Loans related to the Trust.


 


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


 



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the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.26.


 


“Excluded Loan”:
With respect to (a) the Directing Certificateholder or the Holder of the majority of the Controlling Class, any Excluded DCH Loan
or (b) the Risk Retention Consultation Party or the Holder of the majority of the RR Interest, any Excluded RRCP Loan. As of the
Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded RRCP Loan”:
Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Risk Retention Consultation Party or
the Holder of the majority of the RR Interest is a Borrower Party. As of the Closing Date, there are no Excluded RRCP Loans related
to the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Final Asset Status
Report”: With respect to any Specially Serviced Loan, the final iteration of the related Asset Status Report, together
with such other data or supporting information provided by the applicable Special Servicer to the Directing Certificateholder or
the Risk Retention Consultation Party which does not include any communication (other than the related Asset Status Report) between
the applicable Special Servicer and Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially
Serviced Loan; provided that, with respect to any Mortgage Loan other than an Excluded DCH Loan, so long as no Control Termination
Event has occurred and is continuing, no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing
Certificateholder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or
has exhausted all of its rights of approval and consent pursuant to Section 3.19, or has been deemed to have approved or
consented to such action or the Asset Status Report is otherwise implemented by the applicable Special Servicer in accordance with
this Agreement. The Operating Advisor is only required to review Final Asset Status Reports delivered to it by the applicable Special
Servicer; provided that the Operating Advisor will be required to request delivery of a Final Asset Status Report to the extent
it has actual knowledge of such Final Asset Status Report.


 


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


 


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


 


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


 



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and specific ratings of Fitch herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


“Gain-on-Sale Proceeds”:
With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation Proceeds net of any
related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan pursuant to
the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which Liquidation Proceeds
were received.


 


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


 


“Gain-on-Sale Reserve
Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate
Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders (other than
the Holders of the RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, Gain-on-Sale Reserve
Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


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


 






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


 


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


 


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section
shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such
other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee,
the Certificate Administrator, either Master Servicer, any Companion Holder or the Trust, delivered to the Trustee, any Companion
Holder, the Certificate Administrator and the Master Servicers), so long as the Trust does not receive or derive any income from
such Person and provided that the relationship


 



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between such Person and the Trust is at arm’s length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5) (except that none of the Master Servicers or the Special Servicers shall
be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel has been
delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including a Master Servicer
or a Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicers
of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicers, the
Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property by such Person, subject
to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause
such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code
or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


“Initial Purchasers”:
Wells Fargo Securities, LLC, Academy Securities, Inc. and Citigroup Global Markets Inc.


 


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


 


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


 


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


 


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


 


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


 


“Insurance and Condemnation
Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation of a Mortgaged
Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged


 



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Property or released
to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard (and in the case of
any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by the applicable Master
Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth in the related
Intercreditor Agreement) and the REMIC Provisions.


 


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


 


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


 


“Intercreditor Agreement”:
Each of the Peachtree Mall Intercreditor Agreement and the DoubleTree by Hilton Tempe Intercreditor Agreement, and any intercreditor
agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing
mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


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


 


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


 


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


 


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


 






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“Interest Reserve Account”:
The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator pursuant to
Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, Interest Reserve Account”, into
which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


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


 


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


 


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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C or Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder or the Risk Retention Consultation Party, a beneficial owner of a Certificate, a prospective purchaser
of a


 



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


 


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


 


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


 


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


 


“Late Collections”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination
Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without
regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination
Date and not previously recovered. With respect to any REO Loan, all amounts


 



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


 


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


 


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


 


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


 


“Liquidation Fee”:
A fee payable to the applicable Special Servicer with respect to each Specially Serviced Loan or REO Property (except with respect
to a Non-Serviced Mortgaged Property) as to which such Special Servicer obtains (i) a full, partial or discounted payoff from the
related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related
Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been paid, or will
be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or other
partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated
with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may


 



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


 


“Liquidation Fee Rate”:
A rate equal to 1.00% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan) and REO Property;
provided that if such rate would result in an aggregate Liquidation Fee less than $25,000, then the Liquidation Fee Rate
will be equal to the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate Liquidation Fee equal to $25,000.


 






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


 


“Litigation Control”:
As defined in Section 3.32.


 


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


 


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


 


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


 


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


 






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


 


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


 


“Lower-Tier REMIC Distribution
Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate Administrator (on
behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be
an Eligible Account.


 


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


 


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


 


“MAI”: Member
of the Appraisal Institute.


 


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


 


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


 


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


 






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“Material Defect”:
With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially
and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee
or any Certificateholder therein or causes such Mortgage Loan to be other than a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a
defective obligation to be treated as a “qualified mortgage”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and


 



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creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


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


 


(i)          the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of
Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)        an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series
2017-RC1” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or
similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted, or to be submitted, for recording);


 


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


 


(v)         an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1” (or in the case
of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and


 



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(subject to the completion of certain missing
recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller
is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or
to be submitted for recording);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 






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


 


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


 


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


 


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


 


(ii)         the
Mortgagor’s name;


 


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


 


(iv)        the
Mortgage Rate in effect at origination;


 


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


 


(vi)        the
original principal balance;


 


(vii)       the
Cut-off Date Balance;


 


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


 


(ix)         the
original and remaining amortization terms;


 


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


 


(xi)         the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(xix)       number
of grace days;


 


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


 


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


 


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


 


(xxiii)     the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)     the
Administrative Cost Rate; and


 


(xxvii)    the
Due Date.


 


Such Mortgage Loan Schedule shall
also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans. Such list
may be in the form of more than one list, collectively setting forth all of the information required.


 


“Mortgage Loan Seller”:
Each of (i) Rialto Mortgage Finance, LLC, a Delaware limited liability company, or its successor in interest, (ii) Wells Fargo
Bank, National Association, a national banking association, or its successor in interest, (iii) Argentic Real Estate Finance LLC,
a Delaware limited liability company, or its successor in interest, (iv) National Cooperative Bank, N.A., a national banking association,
or its successor in interest, and (v) C-III Commercial Mortgage LLC, a Delaware limited liability company, or its successor in
interest.


 


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


 






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


 


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


 


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


 


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


 


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


 


“NCB Master Servicer”:
NCB, and its successors-in-interest or assigns, or any successor NCB master servicer appointed as provided herein.


 


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


 


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


 


“NCB Subordinate Debt
Conditions”: With respect to an NCB Co-op Mortgage Loan and any encumbrance of the related Mortgaged Property with a
subordinate mortgage, the following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate mortgage loan,
to be secured by such subordinate mortgage is made by NCB or any Affiliate thereof (ii) such subordinate mortgage is expressly
made in compliance with the underwriting standards which NCB customarily employs in connection with making subordinate mortgages
for its own mortgage loan portfolio, (iii) the aggregate outstanding principal balance of the NCB Co-op Mortgage Loan, any other
existing loans secured by a mortgage then encumbering the related Mortgaged Property and the proposed new subordinate mortgage
loan shall not exceed 40% of the Appraised Value of the related Mortgaged Property, (iv) NCB or any Affiliate thereof that originates
the subordinate mortgage loan, executes and delivers to the Trustee for inclusion in the Mortgage File an intercreditor agreement
and subordination agreement with respect to such subordinate mortgage in substantially the form of Exhibit LL hereto or
in such other form


 



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as shall be acceptable to the NCB Special Servicer and, unless a Control Termination Event has occurred and
is continuing, the Directing Certificateholder (other than with respect to an Excluded DCH Loan) (provided that the Trustee
shall have no responsibility for determining the sufficiency or validity thereof), (v) if the subordinate mortgage loan will not
be a fully amortizing loan, the stated maturity date of the subordinate mortgage loan shall be no earlier than the maturity date
of the related NCB Co-op Mortgage Loan, (vi) the subordinate mortgage loan is made principally for the purpose of funding capital
expenditures, major repairs or reserves at or with respect to the Mortgaged Property in question, (vii) NCB or any Affiliate thereof
that originates the subordinate mortgage loan receives borrower legal opinions as to authority and enforceability customarily required
of borrowers in connection with the origination of similar mortgage loans; and (viii) the aggregate amount of subordinate debt
encumbering the Mortgaged Property in question (including the proposed new subordinate mortgage debt and any other existing loans
secured by a mortgage then encumbering the related Mortgaged Property, but excluding the Mortgage Loan in question) does not exceed
$7,500,000.


 


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


 


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


 


“Net Mortgage Rate”:
With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of an REO
Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage Rate
then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment
Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of
the terms of the related Mortgage Loan, whether agreed to by the applicable Master Servicer or the applicable Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor; provided, further,
that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then,
solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such
Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have
to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related
Net Mortgage Rate;


 



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provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate
for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or
preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution
Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March
(or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld
in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be
calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


“NMWHFIT”:
A “Non-Mortgage Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671 5(b)(12)
or successor provisions.


 


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


 


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


 


“Nonrecoverable P&I
Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced
Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the reasonable judgment
of the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable,
together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on
or in respect of such Mortgage Loan or REO Loan; provided, however, that the


 



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applicable Special Servicer may, at
its option (with respect to any Specially Serviced Loan), make a determination in accordance with the Servicing Standard, that
any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the applicable
Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage
Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee,
the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively
relied upon by, but shall not be binding upon, the applicable Master Servicer and the Trustee, provided, however,
that such Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would
be recoverable and in the absence of a determination by such Special Servicer that such P&I Advance is or would be a Nonrecoverable
P&I Advance, such decision shall remain with the applicable Master Servicer or Trustee, as applicable. If a Special Servicer
makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance, the applicable Master Servicer and the Trustee shall have the right to make its own subsequent determination that
any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect
to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and interest
advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination shall not
be binding on the applicable Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the
related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the applicable Master
Servicer, the applicable Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a
related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding
on the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and related Non-Serviced Trustee as it relates to any
proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides
otherwise). In making such recoverability determination, the applicable Master Servicer, the applicable Special Servicer or the
Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms
of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties
in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the applicable Master Servicer or the applicable Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future
adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard
in the case of the applicable Master Servicer and the applicable Special Servicer or in its good faith business judgment in the
case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent
with the Servicing Standard in the case of the applicable Master Servicer and the applicable Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries
and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery
of which are


 



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being deferred or delayed by the applicable Master Servicer, in light of the fact that related proceeds are a source
of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance.
In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard
to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage
Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by a Master Servicer or the
Trustee because there is insufficient principal available for such recovery, in light of the fact that proceeds on the related
Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as a potential source of
reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed.
In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s
determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the applicable
Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain
at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making
a recoverability determination. Absent bad faith, the applicable Master Servicer’s, the applicable Special Servicer’s
or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders.
The determination by the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, that a
Nonrecoverable P&I Advance has been made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either the applicable Special Servicer or the applicable Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but, in the case of the Directing Certificateholder, only prior to the occurrence and continuance
of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded DCH Loan) (and in the case
of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of a Special Servicer) and the Depositor,
or by the Trustee to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and
the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate
shall set forth such determination of nonrecoverability and the considerations of the applicable Master Servicer, the applicable
Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the
extent available, related income and expense statements, rent rolls (or, with respect to the NCB Co-op Mortgage Loans, maintenance
schedules), occupancy status, property inspections and any other information used by such Master Servicer, such Special Servicer
or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan
or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the applicable Master Servicer’s
or the applicable Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and each Master
Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination
shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 






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


 



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Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but,
in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event
and only with respect to any Mortgage Loan other than an Excluded DCH Loan) (and in the case of a Serviced Mortgage Loan, any Other
Servicer), the Operating Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor,
the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator (and in
the case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the applicable Special Servicer
may, at its option, make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made
or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the applicable Master Servicer (and with respect
to a Serviced Mortgage Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the
17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall not
be binding upon, the applicable Master Servicer and the Trustee, provided, however, that the applicable Special Servicer
shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable and in
the absence of a determination by the applicable Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing
Advance, such decision shall remain with the applicable Master Servicer or the Trustee, as applicable. If the applicable Special
Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable
Servicing Advance, the applicable Master Servicer and the Trustee shall each have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The
Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the applicable Master
Servicer, the applicable Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be
accompanied by, to the extent available, related income and expense statements, rent rolls (or, with respect to NCB Co-op Mortgage
Loans, maintenance schedules), occupancy status, property inspections and any other information used by such Master Servicer, such
Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal with respect
to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged Property). The applicable Special Servicer shall promptly
furnish any party required to make Servicing Advances hereunder with any information in its possession regarding the Specially
Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably request for purposes of making
recoverability determinations. The Trustee shall be entitled to conclusively rely on the applicable Master Servicer’s or
the applicable Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable, and the applicable
Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s determination that a Servicing
Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the applicable Special Servicer requests
that the applicable Master Servicer make a Servicing Advance, such Master Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Servicing Advance; provided, however, that such Special Servicer shall
not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than
emergency advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized
Mortgage Loan (if any), such


 



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recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance or property protection advance previously made
or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


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


 


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


 


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


 


“Non-Serviced Companion
Loan”: Each of the Peachtree Mall Pari Passu Companion Loans and the DoubleTree by Hilton Tempe Pari Passu Companion
Loan.


 


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


 


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


 


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


 


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


 


“Non-Serviced Intercreditor
Agreement”: Each of the Peachtree Mall Intercreditor Agreement and the DoubleTree by Hilton Tempe Intercreditor Agreement.


 


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


 


“Non-Serviced Mortgage
Loan”: Each of the Peachtree Mall Mortgage Loan and the DoubleTree by Hilton Tempe Mortgage Loan.


 


“Non-Serviced Mortgaged
Property”: Each of the Peachtree Mall Mortgaged Property and the DoubleTree by Hilton Tempe Mortgaged Property.


 


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


 


“Non-Serviced Pari Passu
Companion Loan”: Each of the Peachtree Mall Pari Passu Companion Loans and the DoubleTree by Hilton Tempe Pari Passu
Companion Loan.


 






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


 


“Non-Serviced Primary
Servicing Fee Rate”: With respect to the Peachtree Mall Mortgage Loan and the DoubleTree by Hilton Tempe Mortgage Loan,
0.0025% per annum.


 


“Non-Serviced PSA”:
With respect to (i) the Peachtree Mall Whole Loan, the CSAIL 2016-C7 Pooling and Servicing Agreement and (ii) the DoubleTree by
Hilton Tempe Whole Loan, the WFCM 2016-C37 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced Whole
Loan”: Each of the Peachtree Mall Whole Loan and the DoubleTree by Hilton Tempe Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically and executed
by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, in either
case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or that such
NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act,
that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such


 



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information confidential,
except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to
the foregoing each time it accesses the Certificate Administrator’s Website.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Operating Advisor Fee
Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate
of 0.00240%, except with respect to each Non-Serviced Mortgage Loan and each Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


(d)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or


 



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state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, shall have been entered against the operating advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“PCAOB”: The
Public Company Accounting Oversight Board.


 


“Peachtree Mall Intercreditor
Agreement”: That certain Amended and Restated Co-Lender Agreement, dated as of September 15, 2016, by and between the
holders of the respective promissory notes evidencing the Peachtree Mall Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


“Peachtree Mall Mortgage
Loan”: With respect to the Peachtree Mall Whole Loan, the Mortgage Loan that is included in the Trust (identified as
Mortgage Loan Number 14 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as promissory note
A-4, and is pari passu in right of payment with the Peachtree Mall Pari Passu Companion Loans to the extent set forth in
the related Mortgage Loan documents and as provided in the Peachtree Mall Intercreditor Agreement.


 


“Peachtree Mall Mortgaged
Property”: The Mortgaged Property that secures the Peachtree Mall Whole Loan.


 


“Peachtree Mall Pari
Passu Companion Loans”: With respect to the Peachtree Mall Whole Loan, the Companion Loans evidenced by the related promissory
notes designated as promissory notes A-1, A-2 and A-3 made by the related Mortgagor and secured by the Mortgage on the Peachtree
Mall Mortgaged Property, which are not included in the Trust and which are generally pari passu in right of payment to the
Peachtree Mall Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Peachtree Mall
Intercreditor Agreement.


 


“Peachtree Mall Whole
Loan”: The Peachtree Mall Mortgage Loan, together with the Peachtree Mall Pari Passu Companion Loans, each of which is
secured by the same Mortgage on the Peachtree Mall Mortgaged Property. References herein to the Peachtree Mall Whole Loan shall
be construed to refer to the aggregate indebtedness under the Peachtree Mall Mortgage Loan and the Peachtree Mall Pari Passu Companion
Loans.


 


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


 


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


 






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“Performance Certification”:
As defined in Section 11.06.


 


“Performing Party”:
As defined in Section 11.12.


 


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


 


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


 


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


 


(ii)          time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized


 



    	-84- 



     


    

 


under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities with respect to which (A) with respect to Moody’s and S&P, (I) in the case of such investments with
maturities of thirty (30) days or less, (x) the short-term debt obligations of which are rated in the highest short-term rating
category by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s and (y)
the short-term debt obligations of which are rated “A-1+” (or the equivalent) by S&P, (II) in the case of such
investments with maturities of three (3) months or less, but more than thirty (30) days, (X) the short-term obligations of which
are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least
“A1” by Moody’s and (y) the short-term debt obligations of which are rated “A-1+” (or the equivalent)
by S&P, (III) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, (x)
the short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations
of which are rated at least “Aa3” by Moody’s and (y) the long-term debt obligations of which are rated “AAA”
(or the equivalent) by S&P, and (IV) in the case of such investments with maturities of more than six (6) months, (x) the short-term
obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which
are rated “Aaa” by Moody’s and (y) the long-term debt obligations of which are rated “AAA” (or the
equivalent) by S&P (or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable
to Moody’s, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then-current ratings assigned to the Certificates), (B) with respect to Fitch, the commercial paper or other
short term debt obligations of such depository institution or trust company are rated in the highest rating categories of Fitch,
(C) for maturities of less than three (3) months, a short-term rating of “R-1(high)” by DBRS (if then rated by DBRS
and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch)), and (D) for maturities greater than three
(3) months, a long-term rating of “AAA” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which
may be Moody’s and/or Fitch)); or, in each case, such other rating as is the subject of a Rating Agency Confirmation by such
Rating Agency relating to the Certificates and any Serviced Companion Loan Securities then rated by such Rating Agency;


 


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


 


(iv)         debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are rated
in the highest applicable rating category of each of Fitch and S&P and (A) if such debt obligations have a term of three months
or less, (1) the short-term obligations of which corporation are rated in the highest short-term debt rating category of Fitch
and DBRS (in the case of DBRS, if then rated by DBRS and if not so rated, by two other NRSROs (which may be Moody’s and Fitch))
and (2) the short-term


 



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obligations of which corporation are rated in the highest short-term rating category by Moody’s or
the long-term obligations of which corporation are rated at least “A2” by Moody’s, (B) if such debt obligations
have a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated at least “Aa3”
by Moody’s and (C) if such debt obligations have a term of more than six months, the short-term obligations of which corporation
are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are
rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through
(C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) if the obligations
mature within sixty (60) days; provided, however, that securities issued by any particular corporation will not be
Permitted Investments to the extent that investment therein will cause the then-outstanding principal amount of securities issued
by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance
and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)          commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding
imposed by any non-United States jurisdiction) (a)(1) in the case of such investments with maturities of 30 days or less, the short
term obligations of which corporation are rated at least “A-1” by S&P, in the highest short-term debt rating category
of Moody’s and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A2”
by Moody’s and “A” by Fitch, (2) in the case of such investments with maturities of three months or less, but
more than 30 days, the short-term obligations of which are rated at least “A-1+” by S&P (or “A-1” by
S&P if the obligations mature within sixty (60) days), in the highest short-term debt rating category of Moody’s and
“F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by S&P (with a short-term
rating of “A-1” by S&P), “AA-“ by Fitch (with a short-term rating of “F1” by Fitch) and
“A2” by Moody’s, (3) in the case of such investments with maturities of six months or less, but more than three
months, (A) the short-term obligations of which are rated at least “A-1+” by S&P, or the long-term obligations
of which corporation are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P),
(B) the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term obligations of
which corporation are rated at least “Aa3” by Moody’s, and (C) the short-term obligations of which are rated
at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-“ by
Fitch (with a short-term rating of “F1” by Fitch), and (4)in the case of such investments with maturities of more than
six months, (A) the short-term obligations of which are rated at least “A-1+” (or the equivalent) by S&P, or the
long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating of “A-1”
by S&P), (B) the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term obligations
of which are rated at least “Aaa” by Moody’s, and (C) the short-term obligations of which are rated at least
“F1+” by Fitch, or the long-term obligations of which are rated at least “AA-“ by Fitch (with a short-term
rating of “F1”


 



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by Fitch), and (b) the short-term obligations of which corporation are rated in the highest short-term
debt rating category of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include
Moody’s and Fitch)) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA”
(or the equivalent) by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include
Moody’s and Fitch)) (or, in the case of any such Rating Agency as set forth in subclauses (a) – (b) above,
such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any
Serviced Companion Loan Securities);


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Preliminary Prospectus”
The Preliminary Prospectus, dated February 22, 2017, relating to the Registered Certificates.


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated March 13, 2017, relating to the Registered Certificates.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall
mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such
purposes, the Mortgage Loan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant
to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with the second preceding
sentence in respect of the related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section
3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase


 






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Price”
shall be allocated between the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall be equal
to the amount provided pursuant to, the provisions of the related Intercreditor Agreement. Notwithstanding the foregoing, with
respect to any repurchase pursuant to sub-clause (A) and sub-clause (C) hereof, the “Purchase Price”
shall not include any amounts payable in respect of any related Companion Loan.


 


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


 


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


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the applicable Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating
Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y)
for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special
servicer to become a Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than
compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed
as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as


 






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successor
special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently has a
special servicer rating of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a CMBS transaction
rated by Moody’s on a transaction-level basis (as to which CMBS transaction there are outstanding CMBS rated by Moody’s),
(viii) is currently acting as a special servicer in a CMBS transaction rated by DBRS (as to which CMBS transaction there are outstanding
CMBS rated by DBRS), (ix) is not a special servicer that has been cited by Moody’s or DBRS as having servicing concerns
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior
to the time of determination, and (x) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the
same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v)
have a remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the
representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report
that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered
as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to (A) with respect
to any Mortgage Loan other than an NCB Co-op Mortgage Loan, the greater of the original debt service coverage ratio of the removed
Mortgage Loan as of the Closing Date and 1.25x, or (B) in the case of an NCB Co-op Mortgage Loan, the original debt service coverage
ratio of the removed Mortgage Loan as of the Closing Date; (x) constitute a “qualified replacement mortgage” within
the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan
Seller’s expense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date
five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed
Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have
received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to
be paid by the applicable Mortgage Loan Seller); (xiv) have been approved by the Directing Certificateholder (so long as a Control
Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded DCH Loan); (xv) prohibit
defeasance within two (2) years of the


 






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


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in January 2060.


 


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


 


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


 






    	-96- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 






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


 


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


 


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


 


	Related
        Certificates
	Related
        Lower-Tier Regular Interest

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


 


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


 


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


 


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


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury
Regulations (or proposed regulations that would apply by reason of their proposed effective date


 






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to
the extent not inconsistent with temporary or final regulations) and any rulings or announcements promulgated thereunder, as the
foregoing may be in effect from time to time.


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage
Loans other than the NCB Co-op Mortgage Loans, the General Special Servicer pursuant to Section 3.14(b) on behalf of the
Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related
Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, as General Special Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of the Wells Fargo Commercial
Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, REO Account” and (b) with respect
to the NCB Co-op Mortgage Loans, the NCB Special Servicer, pursuant to and for the benefit of the Persons specified in Section
3.14(b), which shall be titled “National Cooperative Bank, N.A., as NCB Special Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of the Wells Fargo Commercial Mortgage Trust 2017-RC1,
Commercial Mortgage Pass-Through Certificates, Series 2017-RC1”. Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Required
Credit Risk Retention Percentage”: 5%.


 


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


 


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


 


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


 


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


 


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


 






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


 


“Retained
Certificate Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account)
created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit
of the Holders of the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, Retained Certificate
Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


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


 


“Retained
Certificate Realized Loss Interest Distribution Amount”: With respect to the RR Interest for any Distribution Date,
an amount equal to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest on reimbursed


 






    	-102- 



     


    

 


Realized
Losses distributed to the Holders of the Regular Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(iii),
(vi), (ix), (xii), (xv), (xviii), (xxi) and (xxiv) on such Distribution Date.


 


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


 


“Retained
Fee Rate”: A rate equal to (A) 0.01000% with respect to each NCB Mortgage Loan, and (B) 0.00250% per annum with
respect to each Mortgage Loan (other than each NCB Mortgage Loan).


 


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


 


“Retaining
Party”: Wells Fargo Bank, National Association, acting as Holder of the RR Interest, and any successor Holder of all
or part of the RR Interest.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-103- 



     


    

 


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


 


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


 


“RR
Interest”: A Certificate designated as “RR Interest” on the face thereof, in the form of Exhibit A-3
hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and
(ii) beneficial ownership of the RR Interest Specific Grantor Trust Assets.


 


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


 


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


 


“Rule
144A”: Rule 144A under the Act.


 


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


 


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


 


“S&P”:
S&P Global Ratings, and its successors in interest. If neither S&P nor any successor remains in existence, “S&P”
shall be deemed to refer to such other nationally


 






    	-104- 



     


    

 


recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, each Master Servicer, the Directing Certificateholder and each Special
Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so
designated.


 


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


 


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


 


“Schedule
AL Additional File”: A data file containing additional information or schedules regarding data points in the related
CREFC® Schedule AL File.


 


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


 


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


 


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


 


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


 


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


 






    	-105- 



     


    

 


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


 


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


 


“Serviced
AB Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement.


 


“Serviced
Companion Loan”: A Serviced Pari Passu Companion Loan or a Serviced Subordinate Companion Loan. For the avoidance of
doubt, there are no Serviced Companion Loans related to the Trust.


 


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


 


“Serviced
Companion Noteholder”: Any holder of a Serviced Companion Loan. For the avoidance of doubt, there are no Serviced Companion
Noteholders related to the Trust.


 


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


 


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


 


“Serviced
Pari Passu Companion Loan”: With respect to any Serviced Pari Passu Whole Loan, a companion loan that is pari passu
in right of payment with the related Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided
in the related Intercreditor Agreement. For the avoidance of doubt, there are no Serviced Pari Passu Companion Loans related to
the Trust.


 


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


 


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


 


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


 


“Serviced
Pari Passu Whole Loan”: Any Serviced Whole Loan that includes one or more notes that are pari passu in right
of payment with the related Mortgage Loan to the


 






    	-106- 



     


    

 


extent
set forth in the related Mortgage Loan documents and as provided in the related Intercreditor Agreement. For the avoidance of
doubt, there are no Serviced Pari Passu Whole Loans related to the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the applicable Master Servicer, the applicable Special Servicer,
Certificate Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage
Loan (and, in the case of a Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced
Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is


 






    	-107- 



     


    

 


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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Master Servicing Fee Rate”,
which rate includes, in each such case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing
Fee Rate, which is not included under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated
Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such
loans.


 


“Servicing
File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to
the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the
extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the applicable Master Servicer: (i) a
copy of any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll (or, with respect to an NCB Co-op Mortgage Loan,
a maintenance schedule) and, for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and
subordination and non-disturbance agreements


 






    	-108- 



     


    

 


delivered
to the related Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions
(excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications
or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by
or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related Mortgage
Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii)
a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged
Property.


 


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


 


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


 


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


 


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


 


(i)          the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the applicable Master
Servicer, on or before the due date of such Balloon Payment, documentation reasonably satisfactory in form and substance to the
applicable Master Servicer which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will
occur within 120 days after the date on which such Balloon Payment will become due (provided that if either (x) such refinancing
or sale does not occur before the expiration of the time period for refinancing or sale


 






    	-109- 



     


    

 


specified
in such documentation or (y) the applicable Master Servicer is required to make a P&I Advance in respect of such Mortgage
Loan (or, in the case of any Serviced Whole Loan, in respect of the Mortgage Loan included in the same Serviced Whole Loan) at
any time prior to such a refinancing or sale, a Servicing Transfer Event will occur immediately); or


 


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


 


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


 






    	-110- 



     


    

 


of
such Special Servicer (which determination the applicable Special Servicer shall make in accordance with the Servicing Standard
and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded DCH Loan), unless a Control
Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following
consultation with the Directing Certificateholder (other than with respect to an Excluded DCH Loan), unless a Consultation Termination
Event has occurred and is continuing), that (A) the Mortgagor is likely not to make one or more Assumed Scheduled Payments prior
to such a refinancing or sale or (B) such refinancing or sale is not likely to occur within 120 days following the date on which
such Balloon Payment will become due); or


 


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


 


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


 


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


 






    	-111- 



     


    

 


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


 


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


 


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


 


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


 


“Significant
Obligor”: As defined in Section 11.16.


 


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


 


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


 






    	-112- 



     


    

 


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


 


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


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any NCB Mortgage Loan, any Non-Serviced Mortgage
Loan and any Excluded Special Servicer Loan), the Serviced Companion Loans, any REO Property acquired by the Trust with respect
to any such Mortgage Loan and any matters relating to the foregoing, the General Special Servicer, and its successors in interest
and assigns, or any successor special servicer appointed as herein provided, (ii) any NCB Mortgage Loan, any REO Property acquired
by the Trust with respect to any such NCB Mortgage Loan and any matters relating to the foregoing, the NCB Special Servicer and
(iii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g)
of this Agreement, as applicable and as the context may require.


 


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


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related
Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such
Specially Serviced Loan; and (b) , if the rate in clause (a) would result in a Special Servicing Fee that would be less
than (i) $3,500 with respect to any Mortgage Loan other than an NCB Mortgage Loan or (ii) $1,000 with respect to any NCB Mortgage
Loan, in each case, in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or
REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 (in the case of
any such Mortgage Loan other than an NCB Mortgage Loan) or $1,000 (in the case of any NCB Mortgage Loan) for such month with respect
to such Specially Serviced Loan or REO Loan.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


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


 






    	-113- 



     


    

 


and
interest due during or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-114- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “Wells Fargo Commercial Mortgage Trust
2017-RC1”.


 


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


 


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


 


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


 


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


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any


 






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Companion
Loan or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid
as a portion of the Certificate Administrator Fee.


 


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


 


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


 


“Uncovered
Amount”: With respect to any Master Servicer’s Collection Account, any additional trust fund expense, Nonrecoverable
Advance or other item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in
such Collection Account pursuant to any of clauses (i) – (xix) or clause (xxii) of Section 3.05(a),
but which cannot be so paid or reimbursed because such general funds are insufficient to cover such payment or reimbursement;
provided that any such additional trust fund expense, Nonrecoverable Advance or other item will be an Uncovered Amount
only to the extent that such general funds are insufficient to cover the payment or reimbursement thereof.


 


“Underwriters”:
Wells Fargo Securities, LLC, Academy Securities, Inc. and Citigroup Global Markets Inc.


 


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


 


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


 


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


 


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


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 






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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates (other than the RR Interest), a percentage
equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection
with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to
the Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately
preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with
any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d), the
Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to
the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates (other than the RR Interest), determined
as of the Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates shall be allocated
among


 






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Certificateholders
of such Class in proportion to their respective Percentage Interests. Neither the Class R Certificates nor RR Interest will be
entitled to any Voting Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving
effect to any payments received during any applicable Grace Period).


 


“WFCM
2016-C37 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1, 2016, among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR
Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National
Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, as
from time to time amended, supplemented or modified relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2016-C37,
Commercial Mortgage Pass-Through Certificates, Series 2016-C37.


 


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


 


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


 


“Whole
Loan”: Any of (i) the Peachtree Mall Whole Loan and (ii) the DoubleTree by Hilton Tempe Whole Loan.


 


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


 


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


 


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


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each
collection (other than Penalty Charges) of interest and principal (other than any amount for which a Liquidation Fee would be
paid), including


 






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(i)
Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those included in clause
(i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on each Corrected Loan for
so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


[End
of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01     Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey
to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests) all the right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or
arising, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified
on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f),
(g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage
Loan Purchase Agreements; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due


 






    	-122- 



     


    

 


Date
in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein) or the Depositor’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the
applicable Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security
agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease
enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest
therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s
interest therein), amounts on deposit in the Collection Accounts (to the extent of the Depositor’s interest therein), the
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account), the Retained Certificate
Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Retained Certificate Gain-on-Sale Reserve
Account) and any REO Account (to the extent of the Depositor’s interest in such REO Account), including any reinvestment
income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s interest therein);
(xii) the Lower-Tier Regular Interests; (xiii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent not covered by clause (ii) above); and (xiv) the proceeds of the foregoing (other than any interest earned
on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively,
the “Conveyed Property”). Such assignment includes all interest and principal received or receivable on or
with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on the Mortgage
Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect
to those Mortgage Loans that were closed in March 2017 but have their first Due Date in April 2017, any interest amounts relating
to the period prior to the Cut-off Date). The transfer of the Mortgage Loans and the related rights and property accomplished
hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with
the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f),
(g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage
Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with
any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee
the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)         In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents
and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement to deliver
and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date, the Mortgage
Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition
of “Mortgage File” (or,


 






    	-123- 



     


    

 


alternatively,
if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as
specified in clause (i) of the definition of “Mortgage File”) and (B) on or before the date that is 45 days following
the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is
a Non-Serviced Whole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller
pursuant to this Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall be transferred
to the applicable Master Servicer) for each Mortgage Loan. If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of a
copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost
or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii) and (ix)
of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon
(if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document
or instrument has been delivered, or will be delivered within 10 Business Days of the Closing Date, for filing or recordation,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have
been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such
non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance
company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted
for filing or recording) is delivered to the Custodian on or before the date set forth herein, and either the original of such
non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the
applicable title insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition
of “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording), with evidence
of filing or recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within
such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the
applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90)
days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required
to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to
in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with
evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation,
that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such


 






    	-124- 



     


    

 


non-delivered
document or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments
referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office
or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered
to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for
any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the
applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing
or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause
(x) of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as
to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage
Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that
all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for
filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date
(or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable
Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following
such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office
or county recorder’s office the applicable filing or recording information as to the related document or instrument); and
provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to
clause (e) and clause (f) of the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan,
the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments
in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”,
and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan on
the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or filing information
not yet available) to be sent for recording or filing; provided that an original or copy of such assignment (with evidence of
recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c)
of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit referred to in clause (xii)
of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall deliver the original to the applicable
Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Wells Fargo Bank, National Association,
as General Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1”
or “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates,


 






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Series
2017-RC1”, as applicable), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage
Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary
thereof to the applicable Master Servicer (in care of the Trustee, as titled above) that may be required in order for such Master
Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the
related Mortgage Loan documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit
a copy thereof to the Custodian indicating that such document has been delivered to the issuing bank for reissuance or an Officer’s
Certificate from the applicable Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b),
one of which shall be delivered to the Custodian within forty-five (45) days after the Closing Date. If a letter of credit referred
to in the previous sentence is not in a form that would allow the applicable Master Servicer to draw on such letter of credit
on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable
Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment
documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing)
to the Custodian within forty-five (45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable
Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the applicable
Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of
such Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit
is assigned or amended in order that it may be drawn by such Master Servicer on behalf of the Trust.


 


(c)         Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing
or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except
under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment


 






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received
by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment
received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be included as
part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument is determined to be
incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded or filed, or
is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein, on or about one
hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense,
a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee
shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate.
If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the
case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation
itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such
a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable
Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices
of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation
in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the
Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide
such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment. The related Mortgage
Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which, having been properly
submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear of record and must be
resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the Trustee referred to
in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred
to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where, in the written opinion
of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee,
such recordation and/or filing is not required to protect the Trustee’s interest in the related Mortgage Loan against sale,
further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the applicable Master Servicer, the applicable
Special Servicer, any Sub-Servicer or the Depositor.


 


(d)         All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage
File, shall


 






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


 


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


 


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


 


(g)         With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 1, 18, 21, 30 and 32 on
the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the
related franchisor (with a copy of such notice or request to the applicable Master Servicer) within forty-five (45) days of the
Closing Date (or any shorter period if required by the applicable comfort letter), and the applicable Master Servicer shall use
reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire
any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the applicable Master Servicer
is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of
the Closing Date, such Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has
been received.


 


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


 






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


  





(i)          Within
two (2) Business Days of the Closing Date, the Depositor shall deliver in EDGAR-Compatible Format and Excel format to each Master
Servicer via electronic email to ssreports@wellsfargo.com (in the case of the General Master Servicer) and investorreporting@ncb.coop
(in the case of the NCB Master Servicer) the Initial Schedule AL File covering only the Mortgage Loans for which such Master Servicer
acts as Master Servicer. 


 


Section
2.02 Acceptance by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt
by it or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any
adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with
respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or the Custodian
on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan
Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders
and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the Trust
Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the benefit of the Trustee
as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery
of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost
note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section
2.01 and of this Section 2.02.


 


(b)         Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than
sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to
the Depositor, the Master Servicers, the Special Servicers, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded DCH Loan), the Trustee,
the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller
(as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically
identified in any exception report annexed to such writing (the “Custodial Exception Report”), (i) subject
to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents specified
in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of
the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or
caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear
to be executed


 






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and
to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial
Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in
the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the
Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or
recording and have not been returned by the filing office or the recorder’s office).


 


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


 


(d)         Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from
the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded DCH Loan and, with respect to any other
Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the applicable Special Servicer
may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event,
permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with
the applicable Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of
the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related
Mortgage Loan Seller may deliver to the applicable Master Servicer a letter of credit in such amount, with a copy to the Custodian).
Such funds or letter of credit, as applicable, shall be held by the applicable Master Servicer (i) until the date on which the
Custodian determines and notifies such Master Servicer that such Material Defect has been cured or the related Mortgage Loan is
no longer part of the Trust Fund, at which time such Master Servicer shall return such funds (or letter of credit)


 






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to
the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount,
if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage
Loan Seller. Notwithstanding the two immediately preceding sentences, if the applicable Master Servicer or the applicable Special
Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its
reasonable judgment that the document with respect to which such Material Defect exists is required in connection with an imminent
enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor
or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required
to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions
of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement; provided, however, that
such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt
of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the document from the
applicable filing or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan
Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase
or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the applicable Master
Servicer in accordance with this Section 2.02(d), such Master Servicer shall, to the extent necessary, draw on the letter
of credit and deposit the proceeds of such draw, into its Collection Account to be applied to the Purchase Price (or the Substitution
Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount
shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in
the Collection Accounts shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage
Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together
with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)         It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in
the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as
part of the Mortgage File


 






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indicating
otherwise, the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance with
this Section 2.02 that the related Mortgage File should include one state level UCC Financing Statement filing for each
Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent
multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice
that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a
local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing).
The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such
other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or
recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally
filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


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


 


(g)         If
a Master Servicer or a Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a
Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (such Master Servicer or such Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such
15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the applicable Master
Servicer or the applicable Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice
(which may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to
the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1
Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan


 






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Seller)
and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


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


 


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


 


In
the event that the Depositor, the Trustee, either Master Servicer, either Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall
promptly forward or otherwise provide written notice of such 15Ga-1 Repurchase Request to the applicable Master Servicer, if relating
to a Non-Specially Serviced Loan, or to the applicable Special Servicer, if relating to a Specially Serviced Loan or REO Property,
and include the following statement in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under
Section 2.02 of the Pooling and Servicing Agreement relating to the Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial
Mortgage Pass-Through Certificates, Series 2017-RC1 requiring action by you as the ‘Repurchase Request Recipient’
thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the applicable Master Servicer or the applicable Special
Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase
Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such 15Ga-1
Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than
as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


If
the Depositor, the Trustee, either Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Custodian receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which
notice has been previously received or given, and such notice was not received from or copied to the applicable Master Servicer
or the applicable Special Servicer, then such party shall give notice of such withdrawal or rejection to such Master Servicer
or such Special Servicer, as applicable.


 






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Any
such notice received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations
Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage
Loan Seller.


 


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


 


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


 


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


 


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


 


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


 


(iv)        There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the


 






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validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


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


 


(b)         After
receipt of a Repurchase Request, the applicable Special Servicer shall request in writing that the applicable Mortgage Loan Seller,
not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan
Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of
such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery by the related Mortgage
Loan Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party
to this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in
all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional
expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan
(excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price and in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect
to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (provided
that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the applicable
Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity
with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect
to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the
actual policy of lender’s title insurance required pursuant to clause (viii) of the definition of Mortgage File by
a date not later than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is
not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional
ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period,
the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage
Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided, further,
that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate
to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and (with respect
to any Mortgage Loan other than an Excluded DCH Loan, prior to the occurrence of a Consultation Termination Event) the Directing
Certificateholder, setting forth the reason such Material Defect is not capable of being cured


 






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within
the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and
stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure
Period; and provided, further, that, if any such Material Defect is not cured after the Initial Cure Period and
any such Extended Cure Period solely due to the failure of the related Mortgage Loan Seller to have received the recorded document,
then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in
respect of such Material Defect until eighteen (18) months after the Closing Date for so long as such Mortgage Loan Seller certifies
to the Trustee, the applicable Master Servicer, the applicable Special Servicer, the Directing Certificateholder (prior to the
occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator no less than every ninety (90)
days, beginning at the end of such Extended Cure Period, that such Material Defect is still in effect solely because of its failure
to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such Material Defect
(specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to
be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of
Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage) shall
be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage
Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased
or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan
is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be
remitted by wire transfer to the applicable Master Servicer for deposit into the Collection Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the applicable
Special Servicer, on behalf of the Trust (and, with respect to any Mortgage Loan other than an Excluded DCH Loan, with the consent
of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss
of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into
the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Loss of Value Payment
shall include the portion of any Liquidation Fees payable to the applicable Special Servicer in respect of such Loss of Value
Payment and the portion of fees of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan and
not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall serve
as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu
of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected
Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement
or settlement between the applicable Mortgage Loan Seller and the applicable Special Servicer on behalf of the Trust, provided
that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the
applicable Special Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth
in the


 






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related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected
Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value
Payment.


 


With
respect to any Non-Serviced Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall
constitute a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases
the Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that
the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the
applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds)
for the reasonable amount of any such costs and expenses incurred by the applicable Master Servicer, the applicable Special Servicer,
the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed
by the related Mortgagor. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller
shall remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall
be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the
related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the
related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to
the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-off Date and received by the applicable Master Servicer or the applicable Special Servicer on
behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution,
and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the applicable Master
Servicer or the applicable Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and are to be remitted by such Master Servicer (or by such Special Servicer to the applicable Master
Servicer who shall remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly
following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay
in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable Mortgage
Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect


 






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to)
the related Mortgage Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this
Article II if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect,
(ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to
provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such
party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception
Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a “qualified mortgage”
within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that
causes a defective obligation to be treated as a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller from
curing such Material Defect. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is,
in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility,
self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC Financing
Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect
that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the
imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency
Confirmation.


 


(c)         Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii)
the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of Mortgage File; (iv) the absence from the
Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the
Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy
of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments
were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter of credit; or
(vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original,
if


 






    	-138- 



     


    

 


available)
of the related Ground Lease; provided, however, that no Defect (except the Defects previously described in sub-clauses
(ii) through (vi) of this Section 2.03(c)) shall be considered to materially and adversely affect the value
of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect
to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage
Loan or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section 2.03(c) shall be considered
to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests
of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable
to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice
or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms
of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery
of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause
(viii) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance,
shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian
not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan
Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian
shall be liable for any such loss to the extent provided for in Section 8.01.


 


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


 






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(including
property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan
documents.


 


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


 


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


 


(g)         If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicers and the Special Servicers to recover amounts owed by the related Mortgagor under the terms of
such Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on
Advances at the Reimbursement Rate, fees owed to the Special Servicers, and unpaid or unreimbursed expenses of the Trustee, the
Certificate Administrator, the Trust, the Master Servicers or the Special Servicers allocable to such Mortgage Loan. The applicable
Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced
Loans) shall use reasonable


 






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efforts
to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account
the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however, that such Master
Servicer or such Special Servicer, as applicable, determines in the exercise of its sole discretion consistent with the Servicing
Standard that such actions by it will not impair such Master Servicer’s or such Special Servicer’s, as applicable,
collection or recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise
be payable to the applicable Master Servicer, such Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders
pursuant to the terms of this Agreement; provided, further, that such Special Servicer may waive the collection
of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


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


 


(i)          Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii)
in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan
Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection
with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications
to the Mortgage prepared and executed in connection with such partial release.


 


(j)          With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed


 






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


 


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


 


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


 


(iii)        In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase


 






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Request
shall not preclude the applicable Special Servicer from exercising any of its rights related to a Material Defect in the manner
and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided by law.


 


(l)          (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice
available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer
their agreement with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree”
to the Proposed Course of Action on such notice within thirty (30) days of the date of such notice and a disclaimer that responses
received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder
disagrees with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party
or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action
agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation
or arbitration, as the case may be, (c) a statement that the responding Certificateholders will be required to certify their holdings
in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree”
with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders
to send their responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator
shall, within fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the responses received from
the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses
timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage
or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’
responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be
construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely
(without investigation) on the Certificate Administrator’s tabulation of the responses of the responding Certificateholders.
If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing
further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial
Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer
the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course
of action is to pursue


 






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further
action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder (other than the Holder of the RR Interest) or Certificate Owner does
not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder,
if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary
Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on
the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent
to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate
Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received
responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course
of Action indicating a recommendation to undertake mediation or arbitration, such responses will be considered Preliminary Dispute
Resolution Election Notices supporting the Proposed Course of Action for purposes of determining the course of action approved
by the majority of responding Certificateholders.


 


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


 


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


 


(iv)        If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the


 






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Enforcing
Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under this Agreement
to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase
Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or
arbitration.


 


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


 


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


 


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






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(viii)    For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


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


 


(m)      If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)        The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


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


 


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


 


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


 


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


 


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


 


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


 






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(i)       The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


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


 


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


 


(iv)     After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil
Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing
motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)      Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)     The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages


 






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in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator
shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination
of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under
federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)       By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)      No
person may bring a putative or certificated class action to arbitration.


 


(o)         The
following provisions will apply to both mediation and third-party arbitration:


 


(i)          Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)         If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)       The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of
the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for
any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other


 






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party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)      In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs
and expenses allocated to the Requesting Certificateholder.


 


(v)       In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)      The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


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


 


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


 






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


 


Section
2.04     Execution of Certificates; Issuance of Lower-Tier Regular Interests.  The Trustee hereby acknowledges the
assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian
of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with
the assignment to it of all of the other assets included in the Lower-Tier REMIC. Concurrently with such assignment and delivery,
(i) in exchange for the Mortgage Loans and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged,
the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the
Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iii)
immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate
Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing
the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest and
the Class UR Interest).


 


[End of Article II]


 


Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01    The Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration
of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicers and the Special
Servicers shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any
related Serviced Companion Loans and the applicable REO Properties (other than any REO Property related to a Non-Serviced Mortgage
Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents
and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests
of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the
Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari
passu nature of such Companion Loans (as determined by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect
to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms
of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari
passu nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no


 






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event shall
the applicable Master Servicer or the applicable Special Servicer, as the case may be, take any action or omit to take any action
in accordance with the terms of any Intercreditor Agreement that would cause such Master Servicer or such Special Servicer, as
the case may be, to violate the Servicing Standard or the REMIC Provisions. The General Master Servicer shall be the Master Servicer
with respect to all Mortgage Loans (other than the NCB Mortgage Loans), any related Serviced Pari Passu Companion Loan and other
related assets in the Trust and, as such, shall service and administer such Mortgage Loans, any related Serviced Pari Passu Companion
Loan and such other assets as shall be required of the applicable Master Servicer hereunder and under any related Intercreditor
Agreement. The General Special Servicer shall be the Special Servicer with respect to all the Mortgage Loans (other than the NCB
Co-op Mortgage Loans), any Serviced Pari Passu Companion Loan and other related assets in the Trust and, as such, shall service
and administer such Mortgage Loans, any Serviced Pari Passu Companion Loan and such other assets as shall be required of the applicable
Special Servicer hereunder and under any related Intercreditor Agreement. The NCB Master Servicer shall be the Master Servicer
with respect to the NCB Mortgage Loans and other related assets in the Trust and, as such, shall service and administer such NCB
Mortgage Loans and such other assets as shall be required of the applicable Master Servicer hereunder. The NCB Special Servicer
shall be the Special Servicer with respect to the NCB Co-op Mortgage Loans and other related assets in the Trust and, as such,
shall service and administer such NCB Co-op Mortgage Loans and such other assets as shall be required of the applicable Special
Servicer hereunder. For purposes of this Agreement and any references to the duties and obligations of the Master Servicers or
Special Servicers, any references to Mortgage Loans in the context of such duties and/or obligations shall be deemed to refer
solely to the Mortgage Loans serviced by the applicable Master Servicer or the applicable Special Servicer and no other Mortgage
Loan, Serviced Pari Passu Companion Loan or other related asset in the Trust serviced hereunder, unless specifically indicated
otherwise. To the extent consistent with the foregoing, each Master Servicer and each Special Servicer shall service the applicable
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related Serviced Companion Loans in accordance with the higher
of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with
which such Master Servicer or such Special Servicer, as the case may be, services and administers similar mortgage loans for other
third party portfolios and (2) the same care, skill, prudence and diligence with which such Master Servicer or such Special Servicer,
as the case may be, services and administers similar mortgage loans owned by such Master Servicer or such Special Servicer, as
the case may be, with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans
or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal
and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests
of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and
in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a
collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender),
taking into account the subordinate or pari passu nature of the related Companion Loan), as determined by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, in its reasonable judgment, in either case giving due
consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured
housing community mortgage loan servicers, but


 






    	-151- 



     


    

 


without regard to any conflict of interest arising from: (i) any relationship that
the applicable Master Servicer, the applicable Special Servicer or any Affiliate of such Master Servicer or such Special Servicer
may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage
Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate
debt relating to a Mortgage Loan by the applicable Master Servicer, the applicable Special Servicer or any Affiliate of such Master
Servicer or such Special Servicer, as applicable; (iii) the obligation, if any, of the applicable Master Servicer to make Advances;
(iv) the right of the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates
to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction;
(v) the ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or
(b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust
by the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt
that the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, has extended
to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to
purchase any Mortgage Loan or the related Companion Loan the applicable Master Servicer or the applicable Special Servicer, as
the case may be, or any of its Affiliates, may have; and (viii) any obligation of the applicable Master Servicer or the applicable
Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller
(if such Master Servicer or such Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing,
collectively referred to as the “Servicing Standard”).


 


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


 


Without limiting the foregoing,
subject to Section 3.19, the applicable Special Servicer shall be obligated to service and administer (i) any Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has
occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect
to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the applicable Master Servicer shall continue to receive payments and make all calculations,
and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for
the reports specified herein as prepared by the applicable Special Servicer, as if no Servicing Transfer Event had occurred and
with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the applicable Master Servicer shall not be liable for failure to comply with such duties insofar as such
failure results from a failure of the applicable Special Servicer to provide sufficient information to such Master Servicer to
comply with such duties or failure by such Special Servicer to otherwise comply with its obligations hereunder. No Master Servicer,
in its capacity as a Master Servicer, shall have any responsibility for the performance by a Special Servicer, in its capacity
as a Special Servicer,


 






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


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicers and the Special Servicers shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of applicable Master Servicer (with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any Serviced
Companion Loan that it is obligated to service and administer pursuant to this Agreement) and the applicable Special Servicer (with
respect to the Mortgage Loans, any Serviced Companion Loans and any REO Properties that such Special Servicer is obligated to service
and administer pursuant to this Agreement), in its own name (or in the name of the Trustee and, if applicable, the related Serviced
Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders
(and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with
respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to


 






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


 


(c)       To
the extent the applicable Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any


 






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


 


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


 


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


 


(f)       Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the applicable Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller
pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified
as having a letter of credit on the Mortgage Loan Schedule, that the applicable Master Servicer (in care of the Trustee, as titled
in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary
under each such letter of credit and (y) the applicable Master Servicer shall notify each lessor under a Ground Lease for each
Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee
and that the applicable Master Servicer or the applicable Special Servicer shall service the related Mortgage Loan for the benefit
of the Certificateholders. If a letter of credit is required to be drawn upon


 






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


 


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


 


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


 


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


 






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(j)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicers
nor the Special Servicers shall be obligated under a separate agreement to which it is not a party); provided that, other than
pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was
part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the
date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the applicable
Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part
of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion
Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related
Intercreditor Agreement) has not been entered into, the applicable Master Servicer shall inform the related Other Servicer of any
need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such an
Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs to be
made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other Servicer
as contemplated in the proviso to the preceding sentence, the applicable Master Servicer shall, from collections on the related
Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by such Master Servicer,
reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing
Advances had been made by such Master Servicer hereunder.


 


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


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-


 






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


 


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


 


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


 


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


 


(p)       Nothing
contained in this Agreement shall limit the ability of the applicable Master Servicer or the applicable Special Servicer to lend
money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except, in the case of an NCB Co-op


 






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Mortgage
Loan, any such indebtedness as to which the NCB Subordinate Debt Conditions have been satisfied, which indebtedness may be secured
by a lien on the related Mortgaged Property), accept deposits from or otherwise generally engage in any kind of business or dealings
with any Mortgagor as though the applicable Master Servicer or the applicable Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section
3.02     Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer
and the applicable Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions
of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service
hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the
Servicing Standard); provided, that the applicable Master Servicer or the applicable Special Servicer, as the case may
be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of
the Mortgage Loan documents. The applicable Master Servicer or the applicable Special Servicer, as applicable, may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan that it is obligated
to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan
or Serviced Companion Loan; provided that such Master Servicer or such Special Servicer, as applicable, may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional
time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the
Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any
additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard,
only after the applicable Master Servicer or the applicable Special Servicer, as the case may be, has, prior to the occurrence
of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided
that if such Master Servicer or such Special Servicer, as applicable, fails to receive a response to such notice from the
Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall
be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the
continuance of a Control Termination Event, the applicable Master Servicer or the applicable Special Servicer, as the case may
be, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder;
provided, further, that the Directing Certificateholder shall have no consent or consultation rights with respect
to the foregoing waivers in relation to any Excluded DCH Loan.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or


 






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on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of


 






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the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(d)       [RESERVED].


 


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


 






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Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


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


 


Section
3.03     Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) Each Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received
by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan
documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held
for the benefit of the Certificateholders and the related Serviced Companion Noteholders collectively, but this shall not be construed
to modify the respective interests of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit
in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan
documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible
Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from
a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items;
(ii) reimburse the Trustee and then the applicable Master Servicer, if applicable, for any Servicing Advances; (iii) refund to
Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account,
if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so
required, to the applicable Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or
Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts
deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear
and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the applicable Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds in
Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided,
however, that in no event shall the applicable Master Servicer be required to remit to any Mortgagor any amounts in excess
of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and
applicable law, the


 






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applicable Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


 


(b)       The
applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
applicable Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each
related Serviced Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the
status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than
any REO Loan succeeding a Non-Serviced Mortgage Loan), and the applicable Master Servicer, in the case of all other related Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan, shall use reasonable efforts consistent
with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums)
and shall effect payment thereof from the REO Account or by the applicable Master Servicer as Servicing Advances prior to the applicable
penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied
by the applicable Master Servicer at the written direction of the applicable Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect
to any Non-Serviced Mortgage Loan, the applicable Master Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the
related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Special Servicer, in the
case of REO Loans, and the applicable Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable,
that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the
Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due and, in any
event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment
of such items.


 


(c)       In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the applicable Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor
has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if made,
constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment
of taxes and assessments, the applicable Master Servicer shall not be required to make such advance until the later of (i) five


 






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(5) Business Days after such Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee, as
the case may be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any
penalty or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the applicable
Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the
date on which such Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or
REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice
shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis provided, further,
that the applicable Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to
be made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate to more
than one Servicing Advance). The applicable Master Servicer may pay the aggregate amount of such Servicing Advances listed on a
monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such Servicing Advances to
the ultimate payees. The applicable Special Servicer shall have no obligation to make any Servicing Advances; provided that
in an urgent or emergency situation requiring the making of a Servicing Advance, such Special Servicer may make a Servicing Advance
in its sole discretion. Such Special Servicer shall deliver to the applicable Master Servicer a request for reimbursement for such
Servicing Advance, along with all information and documentation in such Special Servicer’s possession regarding the subject
Servicing Advance as such Master Servicer may reasonably request, and such Master Servicer shall be obligated, out of such Master
Servicer’s own funds, to reimburse such Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable
Servicing Advances) made by such Special Servicer pursuant to the terms hereof), together with interest thereon at the Reimbursement
Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest
shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer
of immediately available funds to an account designated in writing by such Special Servicer. Upon the applicable Master Servicer’s
reimbursement to the applicable Special Servicer of any Servicing Advance and payment to such Special Servicer of interest thereon,
all in accordance with this Section 3.03, such Master Servicer shall for all purposes of this Agreement be deemed to have
made such Servicing Advance at the same time as such Special Servicer actually made such Servicing Advance, and accordingly, such
Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement
Rate, at the same time, in the same manner and to the same extent as such Master Servicer would otherwise have been entitled if
it had actually made such Servicing Advance at the time such Special Servicer did. Notwithstanding the foregoing provisions of
this Section 3.03(c), the applicable Master Servicer shall not be required to reimburse the applicable Special Servicer
out of its own funds for, or to make at the direction of such Special Servicer, any Servicing Advance if such Master Servicer determines
in its reasonable judgment that such Servicing Advance, although not characterized by such Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The applicable Master Servicer shall notify such Special Servicer
in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to such
Special Servicer pursuant to Section 3.05 of this Agreement.


 






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Any request by a Special Servicer
that the applicable Master Servicer make a Servicing Advance shall be deemed to be a determination by such Special Servicer that
such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and such Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on such Master Servicer or Trustee. On
the first Business Day after the Determination Date for the related Distribution Date, the applicable Special Servicer shall report
to the applicable Master Servicer if such Special Servicer determines any Servicing Advance previously made by such Master Servicer
with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. Such Master Servicer shall be entitled
to conclusively rely on such a determination, but such determination shall not be binding upon such Master Servicer, and shall
in no way limit the ability of such Master Servicer in the absence of such determination to make its own determination that any
Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination that only a portion of, and not all
of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the applicable Master Servicer shall have the
right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors
and further as provided in Section 3.05(a). No costs incurred by a Master Servicer or a Special Servicer in effecting the
payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall,
for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion
Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so
permit. If a Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure periods),
to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section
7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance
would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicers shall consider Unliquidated Advances
in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation
to make any Servicing Advances under this Agreement.


 


Notwithstanding anything to the
contrary contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment elect (but shall
not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and REO Loans) to make
a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof
by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and
then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the applicable Master Servicer (or the applicable Special Servicer, as the case may be) has determined that a Servicing Advance
with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans
or REO Loans, the applicable Special Servicer has notified the applicable Master Servicer to not make such expenditure), where
making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii)
any event that


 






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would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related
Mortgage Loan or Serviced Companion Loan; provided that in each instance, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced by an Officer’s
Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if applicable,
the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu nature of any Companion
Loans). The applicable Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from
the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced
PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced
Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing advances
with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the
applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor
Agreement.


 


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


 


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


 






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remediations within a reasonable time after the later of the Closing
Date and the date as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall report
any such failure to the applicable Special Servicer within a reasonable time after the date as of which actions or remediations
are required to be or to have been taken or completed.


 


Section
3.04     The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,
the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate
Gain-on-Sale Reserve Account. (a) Each Master Servicer shall establish and maintain, or cause to be established and maintained,
a Collection Account in which such Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later
than the second Business Day following receipt of available and properly identified funds (in the case of payments by Mortgagors
or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following
payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal
and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered
promptly to the appropriate Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors
which are received in connection with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received
by it on or prior to the Cut-off Date but allocable to a period subsequent thereto, in each case, with respect to the Mortgage
Loans for which it acts as Master Servicer:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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Collection Account for the General Master Servicer shall be
located at the offices of Wells Fargo Bank, National Association. As of the Closing Date, the Collection Account for the NCB Master
Servicer shall be located at the offices of Wells Fargo Bank, National Association. Each Master Servicer shall give written notice
to the Trustee, the Special Servicers, the Certificate Administrator and the Depositor of the new location of the Collection Account
prior to any change thereof.


 


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


 


With respect to each Companion
Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion Distribution
Account, which may be a subaccount of the related Collection Account, for distributions to each Companion Holder. Funds in the
Companion Distribution Account shall be held for the benefit of the related Companion Holder. The Companion Paying Agent shall
separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such
Serviced Companion Loan.


 


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


 


The Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale


 






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Reserve
Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated
account separate from other accounts.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and


 






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Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the Gain-on-Sale
Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the Upper-Tier REMIC Distribution
Account, or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National
Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable
on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals
from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless
payable on demand. All such Permitted Investments to be administered by the Certificate Administrator, shall be made in the name
of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association,
as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the
Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicers or the Special Servicers shall be liable for
any loss incurred on such Permitted Investments.


 


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


 


On the Closing Date, the Depositor
shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the Legal
Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2017, upon receipt by the Certificate Administrator
from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay such legal
invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall be
sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “WFCM
2017-RC1 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund or any Trust REMIC.
The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable
on all income earned therefrom.


 






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Upon the depletion of the Legal
Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall
have no responsibility in connection therewith.


 


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final
Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account
in accordance with directions provided by the Depositor.


 


As of the Closing Date, the Interest
Reserve Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier REMIC Distribution Account shall be located at the
offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicers
and the Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account, and, if established, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve
Account prior to any change thereof.


 


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


 


(c)       [RESERVED].


 


(d)       [RESERVED].


 


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


 


Upon the disposition of any REO
Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the applicable
Master Servicer and such Master Servicer shall remit such funds to the Certificate Administrator who shall deposit (i) the Non-Retained
Percentage of such funds into


 






    	-174- 



     


    

 


the Gain-on-Sale Reserve Account and (ii) the Required Credit Risk Retention Percentage of such funds
into the Retained Certificate Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion
Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit
into the Companion Distribution Account.


 


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


 


(g)      [RESERVED].


 


(h)      [RESERVED].


 


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


 


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


 


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


 






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Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion
Distribution Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the NCB Master Servicer, any
such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan,
Specially Serviced Loan, and REO Loan, as applicable, the applicable Master Servicer’s rights to payment of Servicing Fees
pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan
or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion
Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect
of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by such Special Servicer
in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related
REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan, as applicable, and then, pro rata and pari passu, from the related Mortgage Loan and any related
Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances) and then out of
general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, (C) to pay the Operating Advisor
(or the applicable Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect
of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating
Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)
with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable,
being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely
with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section
12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as
a result of an Affirmative Asset Review Vote;


 






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


 


(iv)       to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights to receive
payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any
related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and
Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan,
such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole
Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu,
from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loans)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in such Collection Account related
to any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement
Amount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties serviced by such


 






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Master Servicer on deposit in such Collection Account from time to time that represent collections
or recoveries of principal to the extent provided in clause (v) below; provided, further, that if such Advance
becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)       to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties
serviced by such Master Servicer, then, to the extent the principal portion of general collections is insufficient and with
respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, (2) for Workout-Delayed Reimbursement
Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties serviced by such Master
Servicer net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a
Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan (if any) and then, pro rata and pari passu, from the related Mortgage Loan and any related Serviced Pari
Passu Companion Loan in accordance with their respective outstanding principal balances and provided, further, that,
in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement
shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in such Collection Account; provided, further, that with respect to a Serviced
Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall
be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect
to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion
Loans and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit
in such Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion
Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into such
Collection Account of all amounts received in connection therewith;


 






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


 


(vii)      to
reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation
or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause
(vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


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


 






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


 


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


 


(x)       to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in such Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to such Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the applicable Special Servicer, as additional servicing compensation in accordance with Section 3.11(c),
Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent
that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges
are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 






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


 


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


 


(xiii)     to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i), 3.18(m), Section 5.08(a) and 10.01(f) to the extent payable out of the Trust
Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with
an amendment to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment is in furtherance of
the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu
Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with
respect to the Mortgage Loans;


 


(xiv)     to
pay out of general collections on the Mortgage Loans and the REO Properties serviced by such Master Servicer any and all federal,
state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and
expenses, to the extent that none of the applicable Master Servicer,


 






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the applicable Special Servicer, the Certificate Administrator
or the Trustee is liable therefor pursuant to Section 10.01(g);


 


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


 


(xvi)      to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon
during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)     to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)    to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


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


 


(xx)       so
long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date,
to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account,
any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the
subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements
contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (i) - (xix)
above or clause (xxii) below;


 


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


 


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


 


Each Master Servicer shall also
be entitled to make withdrawals from time to time, from its Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced


 






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Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated by this Agreement,
the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


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


 


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


 


Notwithstanding anything to the
contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the applicable Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan, as applicable.


 


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


 


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


 


(ii)      to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)     to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) with respect to the Mortgage Loans;


 






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(iv)       to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
either Master Servicer or either Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust Fund, (D)
the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, either
Master Servicer or either Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)        to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicers or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 


(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)      to
pay to the applicable Master Servicer any amounts deposited by such Master Servicer in the Distribution Accounts not required to
be deposited therein;


 


(viii)     to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)       termination
of this Agreement pursuant to Section 9.01.


 


(c)        [RESERVED].


 


(d)        The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)         to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)        to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)        [RESERVED].


 


(f)         Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Accounts and the
Lower-Tier REMIC


 






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Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Collection Accounts and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Collection Accounts are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi)
then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the applicable Special Servicer, third to the applicable Master Servicer and then to the Operating Advisor.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the applicable Special Servicer shall promptly upon written direction from the applicable Master Servicer (provided
that, (1) with respect to clause (iv) below, such Special Servicer shall have provided notice to the applicable Master Servicer
of the occurrence of such Liquidation event and (2) with respect to clause (v) below, the Certificate Administrator shall
have provided the applicable Master Servicer and such Special Servicer with five Business Days’ prior notice of such final
Distribution Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund
to such Master Servicer for deposit into the applicable Collection Account for the following purposes:


 


(i)        to
reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, in accordance with Section 3.05(a)
of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced
REO Property (together with any interest on such Advances);


 


(ii)       to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)      to
offset any portion of Realized Losses or Retained Certificate Realized Losses, as applicable, that are attributable to such Mortgage
Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments),
incurred with respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)      following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


 






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(v)       On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses or Retained
Certificate Realized Losses, as applicable, that are attributable to such Mortgage Loan or related REO Property, as the case may
be, additional trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)       Any
Loss of Value Payments transferred to a Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be
treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect
thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to a Collection Account
pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect
of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to such Collection Account
to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)        The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(j).


 


Section
3.06     Investment of Funds in the Collection Accounts, REO Account and Loss of Value Reserve Fund. (a) Each Master
Servicer may direct any depository institution maintaining its Collection Account, the Companion Distribution Account (with respect
to the General Master Servicer), or any Servicing Account (for purposes of this Section 3.06, an “Investment Account”),
each Special Servicer may direct any depository institution maintaining its REO Account and Loss of Value Reserve Fund (also for
purposes of this Section 3.06, an “Investment Account”) to invest or if it is such depository institution,
may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which
funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution
maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from
such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held
in the name of the applicable Master Servicer or the applicable Special Servicer, as the case may be, on behalf of the Trustee
(in its capacity as such) for the benefit of the Certificateholders. Each Master Servicer (in the case of the Collection Account,
the Companion Distribution Account or any Servicing Account maintained by or for such Master Servicer), each Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer)
on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in such Collection
Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as
applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee
shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security
interest by physical


 






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possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the
form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), each Master Servicer or each
Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary to
cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account are
at any time invested in a Permitted Investment payable on demand, the applicable Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for such Master Servicer) or the applicable
Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such
Special Servicer) shall:


 


(i)        consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required
to be withdrawn on such date; and


 


(ii)       demand
payment of all amounts due thereunder promptly upon determination by the applicable Master Servicer, the applicable Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the Investment Account.


 


(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the applicable Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date, shall be for the sole and exclusive benefit of the applicable Master Servicer to the extent (with
respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal
at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment
income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for
the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period
from and including any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole
and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c).
In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the applicable Master Servicer
or applicable Special Servicer, as the case may be, would have been entitled to any Net Investment Earnings hereunder) directed
to be made by the applicable Master Servicer or the applicable Special Servicer, as the case may be, and on deposit in any of the
Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the
applicable Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account
maintained by or for such Master Servicer), the applicable Special Servicer (in the case of the REO Account, Loss of Value Reserve
Fund or any Servicing Account maintained by or for such Special Servicer) shall deposit therein, no later than the P&I Advance
Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from
and including


 






    	-187- 



     


    

 


the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date; provided
that neither the applicable Master Servicer nor the applicable Special Servicer shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company
satisfied the qualifications set forth in the definition of Eligible Account at the time such investment was made (and, such federal
or state chartered depository institution or trust company is not an Affiliate of such Master Servicer or such Special Servicer,
as applicable, unless such depository institution or trust company satisfied the qualification set forth in the definition of Eligible
Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the applicable Master Servicer may and,
upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section
3.07      Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) Each Master
Servicer (with respect to the applicable Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect
to a Non-Serviced Mortgage Loan), and each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged
Properties) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage
as is required under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do
so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to the applicable Master Servicer
or the applicable Special Servicer, as the case may be). If the Mortgagor does not so maintain such insurance coverage, subject
to its recoverability determination with respect to any required Servicing Advance, each Master Servicer (with respect to the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or each Special Servicer (with
respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under
the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is available to such
Master Servicer or such Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates,
as determined (provided, that any determination that such insurance coverage is not available or not available at commercially
reasonable rates shall be made (i) prior to the occurrence and continuance of any Control Termination Event and other than with
respect to any Excluded DCH Loan, with the consent of the Directing Certificateholder, (ii) after the occurrence and during continuance
of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than
with respect to any Excluded DCH Loan, after consultation with the Directing Certificateholder, and (iii) with respect to any
Specially Serviced Loan (which, for the sake of clarity, shall not include an REO Loan or REO Property) other than an Excluded
RRCP Loan, after consultation with the Risk Retention Consultation Party (or, in each case, with respect to any Serviced AB Whole
Loan, prior to the occurrence and continuance of a


 






    	-188- 



     


    

 


related AB Control Appraisal Period, with the consent of the Serviced AB Whole
Loan Controlling Holder)) by each Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than any Non-Serviced
Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default
as determined by such Master Servicer (with respect to a Non-Specially Serviced Loan) or such Special Servicer (with respect to
a Specially Serviced Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the
Mortgagor the insurance coverage to be maintained on such Mortgaged Property, such Master Servicer or, with respect to REO Property,
such Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with
the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with
respect to the immediately preceding proviso, a Master Servicer shall be obligated to use efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from terrorist
or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the applicable Master
Servicer (with respect to a Non-Specially Serviced Loan) or the applicable Special Servicer (with respect to a Specially Serviced
Loan) (i) unless a Control Termination Event has occurred and is continuing and other than with respect to any Excluded DCH Loan,
with the consent of the Directing Certificateholder, (ii) after the occurrence and during continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded
DCH Loan, after consultation with the Directing Certificateholder, and (iii) with respect to any Specially Serviced Loan (which,
for the sake of clarity, shall not include an REO Loan or REO Property) other than an Excluded RRCP Loan, after consultation with
the Risk Retention Consultation Party (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) and
only in the event the Trustee has an insurable interest therein and such insurance is available to the applicable Master Servicer
or the applicable Special Servicer, as the case may be, and, if available, can be obtained at commercially reasonable rates. Each
Master Servicer and each Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s
expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a)
and the costs of such insurance being reimbursed or paid to the applicable Special Servicer as provided in the third-to-last sentence
of this paragraph, such Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property)
no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless such
Special Servicer determines ((i) unless a Control Termination Event has occurred and is continuing and other than with respect
to any Excluded DCH Loan, with the consent of the Directing Certificateholder, (ii) after the occurrence and during continuance
of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than
with respect to any Excluded DCH Loan, after consultation with the Directing Certificateholder, and (iii) with respect to any
Specially Serviced Loan (which, for the sake of clarity, shall not include an REO Loan or REO Property) other than an Excluded
RRCP Loan, after consultation with the Risk Retention Consultation Party (or, in each case, with respect to any Serviced AB Whole
Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB


 






    	-189- 



     


    

 


Whole
Loan Controlling Holder)) that such insurance is not available at commercially reasonable rates or that the Trustee does not have
an insurable interest, in which case the applicable Master Servicer shall be entitled to conclusively rely on such Special Servicer’s
determination. All Insurance Policies maintained by a Master Servicer or a Special Servicer shall (i) contain a “standard”
mortgagee clause, with loss payable to the applicable Master Servicer on behalf of the Trustee (in the case of insurance maintained
in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other
than REO Properties) or to the applicable Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect
of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii)
include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged
Property or the REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including
any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such
endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written
notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10)
days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a
Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by a Master Servicer
or a Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with
the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by a Master Servicer in maintaining any such Insurance
Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than
any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by such Master Servicer
as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable
Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii)
shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced
Companion Loan so permit. Any cost incurred by a Special Servicer in maintaining any such Insurance Policies with respect to REO
Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the
amount on deposit therein is insufficient therefor, advanced by the applicable Master Servicer as a Servicing Advance (so long
as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall
instead be paid out of the applicable Collection Account). The foregoing provisions of this Section 3.07 shall apply to
any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, no
Master Servicer shall be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental
insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related


 






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Mortgage Loan
(other than a Non-Serviced Mortgage Loan) and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, each Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the
Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided
that each Master Servicer and each Special Servicer shall be entitled to conclusively rely upon certificates of insurance in determining
whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified
in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify
the applicable Special Servicer if it has knowledge that any insurance policy for a Mortgaged Property securing a Specially Serviced
Loan contains Additional Exclusions or if it has knowledge (such knowledge to be based upon such Master Servicer’s compliance
with the immediately preceding clauses (A) and (B) above) that any Mortgagor under a Specially Serviced Loan fails
to purchase the insurance requested to be purchased by such Master Servicer pursuant to clause (B) above. If such Master
Servicer (with respect to a Non-Specially Serviced Loan) or such Special Servicer (with respect to a Specially Serviced Loan) determines
in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, such Special Servicer (with
respect to such determination made by such Special Servicer) shall notify the applicable Master Servicer and such Master Servicer
shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. Each Master Servicer and each
Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations.
Each Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining
whether Additional Exclusions exist. Furthermore, each Special Servicer shall promptly deliver such conclusions in writing to the
17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii)
comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the
period that a Master Servicer or a Special Servicer is evaluating the availability of such insurance or waiting for a response
from the Directing Certificateholder or to consult with the Risk Retention Consultation Party, neither the applicable Master Servicer
nor such Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure
to maintain) such insurance and will not be in default of its obligations as a result of such failure and such Master Servicer
will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)       (i)
If either Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding
any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a


 






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Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the applicable Master Servicer or the applicable Special Servicer
shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy
complying with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the applicable Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. Each Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 


(ii)       If
either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed insurance policy with a Qualified Insurer naming such Master Servicer or such Special Servicer
on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event either Master Servicer
or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by such Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case such Master Servicer or such Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 






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(c)       Each
of the Master Servicers and the Special Servicers shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the applicable Master Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of such Master
Servicer or such Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements
of this Section 3.07(c). Each Special Servicer and each Master Servicer will promptly report in writing to the Trustee any
material changes that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance
policies, as the case may be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that
such bonds, if any, and insurance policies are in full force and effect.


 


(d)       At
the time the applicable Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), such Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and,
if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is
available at commercially reasonable rates (as determined by such Master Servicer in accordance with the Servicing Standard and
to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the
extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, such Master
Servicer shall promptly make a Servicing Advance for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by such Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. The
cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO
Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the applicable
Master Servicer as a Servicing Advance.


 






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(f)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


(g)       Notwithstanding
anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit account or claims-paying
ability of the applicable Master Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate
or remote parent), as applicable, is rated at least “A-” (or the equivalent) by S&P, “A3” by Moody’s,
“A(low)” by DBRS (if rated by DBRS) and “A-“ by Fitch (if rated by Fitch), such Master Servicer (or its
public parent) or such Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with
respect to any of its obligations under this Section 3.07.


 


Section
3.08    Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a
“due-on-sale” clause, which by its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then, for so long as such Mortgage Loan or related
Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to any Non-Specially
Serviced Loan as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof)
or the applicable Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which
such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have
with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided
that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiv) of the definition thereof, (A) if
such Mortgage Loan is not an Excluded DCH Loan, no Control Termination Event shall have occurred and be continuing and the matter
involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the applicable
Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if such Mortgage
Loan is not an Excluded DCH Loan, a Control Termination Event shall have occurred and be continuing and no Consultation Termination
Event shall have occurred and be continuing, the applicable Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a) and (C) if such Mortgage Loan is not an Excluded RRCP Loan and
(x) such Mortgage Loan is a Specially


 






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Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing,
the applicable Special Servicer shall have consulted with the Risk Retention Consultation Party if and to the extent required pursuant
to Section 6.08(a) (provided that in the case of clause (A), clause (B) and clause (C) such
consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request
for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the applicable
Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder
or the Risk Retention Consultation Party, as applicable, and reasonably available to such Special Servicer in order to grant or
withhold such consent or conduct such consultation), and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance
greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated
Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized
or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of
the ten largest Mortgage Loans outstanding (by Stated Principal Balance), such Master Servicer or such Special Servicer, as the
case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to sub-clauses (y) and (z) of
this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded DCH Loan
(regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related
rating agencies) pursuant to this Section 3.08(a), the applicable Master Servicer or the applicable Special Servicer, as
the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion
Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in the
related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the applicable Master Servicer (with respect to all Non-Specially Serviced Loans)


 






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and the applicable Special Servicer (with respect
to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing
Standard whether such conditions have been satisfied.


 


(b)       As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as such Mortgage Loan or related
Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) or clause (xv) of
the definition thereof) or the applicable Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced
Loan as to which such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any
right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to
withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b)
waive its right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant
to clause (xiv) or clause (xv) of the definition thereof, (A) if such Mortgage Loan is not an Excluded DCH Loan,
no Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed
consent) of the Directing Certificateholder shall have been obtained by the applicable Special Servicer to the extent required
by, and pursuant to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded DCH Loan,
a Control Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and
be continuing, the applicable Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required
pursuant to Section 6.08(a) and (C) if such Mortgage Loan is not an Excluded RRCP Loan and (x) such Mortgage Loan is a Specially
Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing, the applicable Special Servicer shall
have consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a) (provided
that in the case of clause (A), clause (B) and clause (C) such consent shall be deemed given or such consultation
shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be,
is not provided within ten (10) Business Days after receipt of the applicable Special Servicer’s written recommendation and
analysis and all information reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party,
as applicable, and reasonably available to such Special Servicer in order to grant or withhold such consent or conduct such consultation),
and (ii) such Master Servicer or such Special Servicer, as the case may be, has obtained Rating Agency Confirmation


 






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from each Rating
Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that
is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater
than 85% (including any existing and proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal
amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has
a Stated Principal Balance greater than $20,000,000; provided, however, that with respect to sub-clauses (A),
(B), (C) and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance
of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary,
with respect to any Excluded DCH Loan (regardless of whether a Control Termination Event has occurred and is continuing), the applicable
Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related
rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer or the applicable Master Servicer, as
applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to
the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


 


To the extent permitted by the
related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the applicable Special Servicer shall use reasonable efforts
to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected
from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan or related
Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the
mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee
discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related
Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to all Non-Specially Serviced
Loans) and the applicable Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee
of record, shall determine whether such conditions have been satisfied.


 






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Upon receiving a request for
any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with respect
to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan and other than any transfers or assumptions provided for in clause (xiv) of the definition of Master Servicer
Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision
pursuant to clause (xiv) or clause (xv) of the definition thereof, the applicable Master Servicer shall promptly
forward such request to the applicable Special Servicer and such Special Servicer will be required to process such request (including,
without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, such Master Servicer will have
no further obligation with respect to such request or due-on-sale or due-on-encumbrance. The applicable Master Servicer shall continue
to cooperate with the applicable Special Servicer by delivering to such Special Servicer any additional information in such Master
Servicer’s possession requested by such Special Servicer relating to such consent or waiver with respect to a “due-on-sale”
or “due-on-encumbrance” clause. The Master Servicers shall not be permitted to process any request relating to such
consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause (other than any transfers
or assumptions provided for in clause (xiv) of the definition of Master Servicer Decision and other than any waiver of a
“due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiv) or
clause (xv) of the definition thereof) and shall not be required to interface with the Mortgagor or provide a written recommendation
and analysis with respect to any such request.


 


(c)       Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)       Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicers nor the
Special Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The applicable Master
Servicer and the applicable Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect
to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant
to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan,
and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5
Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and,
with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant
to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)       [RESERVED].


 


(f)       For
the avoidance of doubt, no Master Servicer or Special Servicer may waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause other than in compliance with the provisions of Section 3.08(a) through (d)
hereof or, with respect to an NCB Co-op Mortgage Loan, in compliance with the provisions of the following


 






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paragraph. In the case
of a Special Servicer, no such waiver or consent shall be made without (x) (i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded DCH Loan, the consent (or deemed consent) of the Directing Certificateholder
having been obtained if and to the extent required by, and pursuant to the process described under Section 6.08(a), (y)
(i) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded DCH Loan, after having consulted with the
Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) or (z) other than with respect to
any Excluded RRCP Loan and (i) with respect to any Specially Serviced Loan, or (ii) after the occurrence and during the continuance
of a Consultation Termination Event, after having consulted with the Risk Retention Consultation Party if and to the extent required
pursuant to Section 6.08(a).


 


Notwithstanding the foregoing,
and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions regarding the incurrence of subordinate
debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee in order to incur subordinate debt,
the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain any consent or
approval of, or to consult with, the Directing Certificateholder hereunder (and without the need to obtain a Rating Agency Confirmation),
permit the related Mortgagor to incur subordinate debt if the NCB Subordinate Debt Conditions have been met; provided that,
subject to the related Mortgage Loan documents and applicable law, the NCB Master Servicer shall not waive any right it has, or
grant any consent it is otherwise entitled to withhold, in accordance with any related “due-on-encumbrance” clause
under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered without
any expense to the Trust.


 


(g)       Notwithstanding
the foregoing provisions of this Section 3.08, if either Master Servicer or either Special Servicer, as applicable, makes
a determination under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related Mortgage Loan
or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee
have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are
otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage
Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under
the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the applicable Master Servicer
shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such
notice to the applicable Special Servicer. The applicable Special Servicer shall, subject to subsections (b) through (d)
of this Section 3.09, Section 3.24, subject to the Directing Certificateholders’ and the Risk Retention
Consultation Party’s respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s
rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial
interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard,
to foreclose upon or otherwise comparably


 






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convert (which may include an REO Acquisition) the ownership of property securing any
such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in
default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the
provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the applicable Master
Servicer or the applicable Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration
of such property unless such Special Servicer has determined in its reasonable discretion that such restoration will increase
the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to such Master Servicer or
such Special Servicer, as applicable, for such Servicing Advance, and such Master Servicer or such Special Servicer has not determined
that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs
and expenses incurred by the applicable Special Servicer in any such proceedings shall be advanced by the applicable Master Servicer;
provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.
Nothing contained in this Section 3.09 shall be construed so as to require a Master Servicer or a Special Servicer, on
behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of
the fair market value of such property, as determined by the applicable Master Servicer or the applicable Special Servicer in
its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained
pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and when the
applicable Special Servicer or the applicable Master Servicer deems it necessary and prudent for purposes of establishing the
fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes
of bidding at foreclosure or otherwise, the applicable Special Servicer or the applicable Master Servicer, as the case may be,
is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost
of which shall be paid by such Master Servicer as a Servicing Advance.


 


(b)      No
Special Servicer shall acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)       such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by such Special
Servicer; or


 


(ii)      such
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)      Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the applicable Master Servicer nor the applicable
Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders and/or any related Companion Holder, would be


 






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considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the applicable Special Servicer
has previously determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property
performed by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to
any such acquisition of title or other action, that:


 


(i)       such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)      there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such Environmental
Assessment shall be paid by the applicable Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other
further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the applicable
Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of
the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the applicable Master Servicer from its Collection Account, including from the Companion Distribution Account (such withdrawal
to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any
such Environmental Assessment so warrants, the applicable Special Servicer shall, except with respect to any Companion Loan and
any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing
at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the applicable Master
Servicer and, with respect to Specially Serviced Loans, the applicable Special Servicer (other than any Non-Serviced Mortgage Loan)
shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any
claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive
the maximum


 






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proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section
4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the applicable Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or
with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior
to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any Excluded DCH Loan), with
the consent of the Directing Certificateholder and ((A) prior to the occurrence and continuance of a Consultation Termination Event,
and with respect to Specially Serviced Loans that are not Excluded RRCP Loans and (B) after the occurrence and during the continuance
of a Consultation Termination Event and with respect to any Mortgage Loan other than an Excluded RRCP Loan), after consultation
with the Risk Retention Consultation Party, in each case, pursuant to Section 6.08(a), at such time as it deems appropriate,
to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the applicable Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator,
the Master Servicers, the Directing Certificateholder and the Risk Retention Consultation Party ((A) in the case of the Directing
Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any
Excluded DCH Loan and (B) in the case of the Risk Retention Consultation Party, other than with respect to an Excluded RRCP Loan),
in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the applicable Special Servicer’s intention to so release such Mortgaged Property to the
Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent
of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall
have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s
posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being
deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that
the applicable Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent
permitted under the related Mortgage Loan documents.


 


(e)       Each
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk


 






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Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to such
party), the Master Servicers and the 17g-5 Information Provider monthly regarding any actions taken by such Special Servicer with
respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions,
repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on
such Mortgaged Property.


 


(f)       Each
Special Servicer shall notify the applicable Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide such Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and such
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and such Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of
indebtedness and abandonment and foreclosure to the extent such information has been provided to such Master Servicer by such Special
Servicer. Upon request, the applicable Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)       Each
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       Each
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
and the Risk Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention Consultation
Party, other than with respect to any Excluded Loan as to such party) and the applicable Master Servicer and in no event later
than the next succeeding P&I Advance Determination Date.


 


Section
3.10    Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in
full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the applicable Master Servicer or the applicable
Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such
purposes, the applicable Master Servicer or the applicable Special Servicer, as the case may be, will promptly notify the Trustee
and the Custodian and request delivery of the related Mortgage File. Any such notice and request shall be in the form of a Request
for Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received
in connection with such payment which are required to be deposited in


 






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the applicable Collection Account pursuant to Section 3.04(a)
or remitted to the applicable Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business
Days (or within such shorter period as release can reasonably be accomplished if the applicable Master Servicer or the applicable
Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the
related Mortgage File to the applicable Master Servicer or the applicable Special Servicer, as the case may be; provided
that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall
not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to a Collection Account.


 


(b)       From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the applicable Master Servicer or the applicable Special Servicer shall deliver to the Custodian a
Request for Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File
or any document therein to the applicable Master Servicer or the applicable Special Servicer (or a designee), as the case may be.
Upon return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate
of a Servicing Officer of the applicable Master Servicer or the applicable Special Servicer, as the case may be, stating that such
Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that all amounts received
or to be received in connection with such liquidation which are required to be deposited into the applicable Collection Account
(including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a) have been or will be
so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the
Custodian to the applicable Master Servicer or the applicable Special Servicer (or a designee), as the case may be, with the original
being released upon termination of the Trust.


 


(c)       Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special
Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature,
such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 






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(d)       If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11     Servicing Compensation. (a) As compensation for its activities hereunder, the applicable Master Servicer
shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other
than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced
Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan,
Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the
same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage
Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan,
Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except
that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered
under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be
payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from
payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise
provided by Section 3.05(a). Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any
applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted
by Section 3.05(a).


 


Except as set forth in the following
sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c),
the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all
of the applicable Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms
hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the applicable Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


Each Master Servicer shall be
entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor under a Mortgage Loan for which it acts as Master Servicer: (i) 100% of Excess Modification
Fees related to any modifications, waivers,


 






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extensions or amendments of any Non-Specially Serviced Loans (including any related
Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions;
provided that if any such matter involves a Major Decision, then such Master Servicer will be entitled to 50% of such Excess
Modification Fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced
Loans for which such Master Servicer is processing the underlying assumption-related transaction (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions and 100%
of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees in connection with a defeasance that the applicable Special Servicer is entitled to under this Agreement); and (iii) 100%
of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance fees)
pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
relating to Master Servicer Decisions; provided that if any such matter involves a Major Decision, then such Master Servicer
will be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar fees, and only to the extent that
all amounts then due and payable with respect to the related Mortgage Loan or related Serviced Pari Passu Companion Loan have been
paid. In addition, the applicable Master Servicer shall be entitled to charge and retain as additional servicing compensation (other
than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for beneficiary statements or demands
and other customary charges, amounts collected for checks returned for insufficient funds and reasonable review fees in connection
with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, in each
case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts
in its Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively.
Subject to Section 3.11(d), the applicable Master Servicer shall also be entitled to additional servicing compensation in
the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits
relating to the Trust Fund in its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest
or other income earned on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan for which it acts as Master Servicer, during
the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The applicable Master Servicer
shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable
directly out of its Collection Account and the applicable Master Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.


 






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Notwithstanding anything herein
to the contrary, each of Wells Fargo Bank, National Association and National Cooperative Bank, N.A. may, at its option, assign
or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any
Serviced Pari Passu Companion Loan (and any successor REO Loan) for which it acts as Master Servicer; provided, however,
that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest
may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain
a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing
compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable
Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The applicable Master
Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to
the extent such Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation
or termination of Wells Fargo Bank, National Association as General Master Servicer, or National Cooperative Bank, N.A. as NCB
Master Servicer, as applicable, hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)       As
compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee
with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the
related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions
of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the applicable Special Servicer’s responsibilities and obligations under this Agreement.
No Special Servicer shall be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)       Additional
servicing compensation in the following form shall be promptly paid to each Special Servicer by the applicable Master Servicer
(or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor under a Mortgage Loan for which it acts
as Special Servicer and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a): (i)
100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans
and 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans, (ii) 100% of all assumption
application fees and other similar items on any Specially Serviced Loans and 100% of assumption application fees and other similar
items on any Non-Specially Serviced Loans for which such Special Servicer is processing the underlying assumption-related transaction
that is a Major Decision, (iii) 100% of waiver, consent and earnout fees, pursuant to


 






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Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid
by the related Mortgagor on Specially Serviced Loans, (iv) 50% of all Excess Modification Fees related to modifications, waivers,
extensions or amendments of any Non-Specially Serviced Loan to the extent the matter involves a Major Decision and (v) 50% of all
assumption, waiver, consent and earnout fees received with respect to any Non-Specially Serviced Loan to the extent that the matter
involves a Major Decision. Subject to Section 3.11(d), each Special Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income
earned on deposits relating to the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and
including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition,
each Special Servicer shall be entitled to charge any Mortgagor for and retain as additional servicing compensation (other than
with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such
review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor.
Each Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to
each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided,
however, that after receipt by the applicable Special Servicer of Workout Fees with respect to such Corrected Loan in an
amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided,
further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout
Fee Rate is less than $25,000, then the applicable Special Servicer shall be entitled to an amount from the final payment on the
related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the
applicable Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000.
The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan from which fee would
otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full. The Workout Fee with
respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that
a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. No Special Servicer
shall be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If a Special Servicer is terminated (other than
for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any
related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees
will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If a Special Servicer resigns or
is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning
or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring
or workout negotiated by such Special Servicer and evidenced by a signed writing, but which had not as of the time such Special
Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three
consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three


 






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consecutive timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout Fees.
No Special Servicer will be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable
with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced
Mortgaged Property) as to which the applicable Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation
Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such
Liquidation Proceeds or Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds
are received with respect to any Corrected Loan and the applicable Special Servicer is properly entitled to a Workout Fee, such
Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds
that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, each Special
Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage
Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing
Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement
is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as
though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), each Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. Each Special Servicer shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other
than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not
expressly payable directly out of the applicable Collection Account or the REO Account, and the applicable Special Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


For the avoidance of doubt, with
respect to any fee split (other than a fee split with respect to Penalty Charges) between the applicable Master Servicer and the
applicable Special Servicer pursuant to the terms of this Agreement, the applicable Master Servicer and the applicable Special
Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective percentage interest
in any such fee; provided, however that (x) neither the applicable Master Servicer nor the applicable Special Servicer
shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent
either of the applicable Master Servicer or the applicable Special Servicer exercises its right to reduce or elect not to charge
its respective percentage interest in any fee, the party that reduced or elected not to charge such fee will not have any right
to share in any portion of the other party’s fee. For the avoidance of doubt, if the applicable Master Servicer decides not
to charge any fee (other than Penalty Charges), the applicable Special Servicer shall still be entitled to charge the portion of
the related fee the applicable Special Servicer would have been entitled to if the applicable Master Servicer had charged a fee
and the applicable Master Servicer shall not be entitled to any of such fee charged by the applicable Special Servicer. Similarly,
if the applicable Special Servicer decides not to charge any fee (other than Penalty Charges), the applicable Master Servicer shall
still be entitled to charge the portion of the related fee the applicable Master Servicer would have been entitled to if the applicable
Special Servicer had


 






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charged a fee and the applicable Special Servicer shall not be entitled to any of such fee charged by the
applicable Master Servicer.


 


(d)       In
determining the compensation of the Master Servicers or the Special Servicers, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the applicable
Master Servicer, the applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion
Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party
with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable
Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid
to the applicable Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable
Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all
additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation,
inspections by the applicable Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage
Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing
compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the applicable Master Servicer, if
and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the
applicable Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially
Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicers and
the Special Servicers shall be distributed between the applicable Master Servicer and the applicable Special Servicer, on a pro
rata basis, based on such Master Servicer’s and such Special Servicer’s respective entitlements to such compensation
described in the previous sentence. If the related Special Servicer has partially waived any Penalty Charge (part of which accrued
prior to the related Servicing Transfer Event), any collections in respect of such Penalty Charge shall be shared pro rata
by such Master Servicer and the related Special Servicer based on the respective portions of such Penalty Charge to which each
would otherwise have been entitled. If the related Master Servicer has partially waived any Penalty Charge (part of which accrued
subsequent to the occurrence of a Servicing Transfer Event and prior to the date such Mortgage Loan or Serviced Whole Loan became
a Corrected Loan), any collections in respect of such Penalty Charge shall be shared pro rata by such Master Servicer and
the related Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise have been entitled.
Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will
be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and
additional expenses of the Trust in accordance with this Section 3.11(d).


 






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(e)       With
respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master Servicer
within two (2) Business Day following the Determination Date, and such Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML,
Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer
Fees received by the applicable Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided
that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)       Each
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicers
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. Each Master Servicer shall withdraw from its Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in its Collection Account.


 


Section
3.12      Inspections; Collection of Financial Statements; Delivery of Reports. (a) Each Master Servicer shall perform
(at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating
to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) for which it acts as Master Servicer
with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000
at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall
be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed
by the applicable Special Servicer in the previous twelve (12) months, such Master Servicer will not be required to perform, or
cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than
sixty (60) days delinquent on the related Mortgage Loan, the applicable Special Servicer shall inspect or cause to be inspected
the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually
thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by a Special Servicer
pursuant to the second proviso of the immediately preceding sentence shall be an


 






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expense of the Trust, and, to the extent not paid by the
related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the
applicable Collection Account pursuant to Section 3.05(a)(ii), provided that, in the case of such reimbursement relating
to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement with respect
to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata
and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their
respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans
and the AB Subordinate Companion Loan)), in each case, prior to being payable out of general collections. The applicable Special
Servicer or the applicable Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such
inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying
the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the applicable
Master Servicer or the applicable Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment
of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any
adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection, and that the applicable Master Servicer or the applicable Special Servicer, as the case may be, deems material,
(iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that
is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The applicable Special Servicer and the
applicable Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each
such report prepared by such Special Servicer and such Master Servicer, respectively, to the other party, to the Directing Certificateholder
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded DCH
Loan that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies,
the applicable Special Servicer or the applicable Master Servicer, as applicable, shall deliver or make available a copy (in electronic
format) of each such report prepared by such Special Servicer and such Master Servicer, as applicable, to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Rating Agencies) that are
Privileged Persons. In respect of any Mortgage Loan other than an Excluded DCH Loan that is a Specially Serviced Loan and prior
to the occurrence of a Consultation Termination Event, the applicable Master Servicer shall deliver or make available a copy of
each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request
may state that such items may be delivered until further notice).


 


(b)       Each
Special Servicer, in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially Serviced
Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor under Mortgage Loans for which it
acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements, budgets
and rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) of the related Mortgaged Property, and the
quarterly


 






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and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the
terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the
Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage
Loan documents. The applicable Master Servicer and the applicable Special Servicer shall not be required to request such operating
statements or rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) more than once if the related Mortgagor
is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the applicable Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each
REO Property and shall collect all such items promptly following their preparation. The applicable Special Servicer shall deliver
all such items to the applicable Master Servicer within five (5) Business Days of receipt, and such Master Servicer and such Special
Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate
Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of
its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the
request of any Privileged Person (other than the NRSROs) to receive copies of such items, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, shall deliver or make available electronic copies of such items to the Certificate
Administrator to be posted on the Certificate Administrator’s Website. The applicable Master Servicer or the applicable Special
Servicer, as applicable, shall deliver copies of all the foregoing items so collected thereby to the 17g-5 Information Provider
pursuant to Section 3.13(c); provided, however, that upon the request of any NRSRO to receive copies of any portion of such
items, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall deliver or make available additional
copies of the requested items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the applicable Master
Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) and REO Property for which it acts as Master Servicer or Special Servicer:


 


(i)       Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending June 30, 2017, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged
Property or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) is on the CREFC® Servicer Watch List). The applicable Master Servicer (with


 






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respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver
or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,
the related operating statements (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion
Loan) and the applicable Special Servicer.


 


(ii)       Within
forty-five (45) days after receipt of an annual operating statement or rent rolls (or, with respect to NCB Co-op Mortgage Loans,
maintenance schedules) (if and to the extent any such information is in the form of normalized year-end financial statements that
have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions
to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual
operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only
to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise
agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net
operating income and debt service coverage numbers used by the applicable Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The applicable Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or
the applicable Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or
make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related
operating statements or rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) (in each case, promptly
following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder,
the related Companion Holder (with respect to any Serviced Companion Loan), the applicable Special Servicer and, upon request,
the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website.


 


(c)       At
or before 12:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver or cause
to be delivered to the applicable Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded DCH Loans) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer in an electronic
format, reasonably acceptable to the applicable Master Servicer as of the Business Day preceding such Determination Date, which
CREFC® Special Servicer Loan File shall include data, to enable the applicable Master Servicer to produce the following
supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv)
a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC®
Operating Statement Analysis Report, in each case


 






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with the supporting financial statements, budgets, operating statements and rent
rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) submitted by the Mortgagor.


 


(d)       Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning April 2017, each Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files with respect to the Mortgage Loans for which it acts as Master Servicer: (A) to the extent such
Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC®
Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report
and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first Distribution
Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial Status Report (in
each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section
3.12(c) by the applicable Special Servicer and the applicable Master Servicer), (D) a CREFC® Servicer Watch
List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC®
Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report
and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from
the applicable Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date
beginning April 2017, the applicable Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate
Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and
CREFC® REO Liquidation Reports received from the applicable Special Servicer. Not later than 2:00 p.m. (New York
City time) two (2) Business Days prior to the Distribution Date beginning April 2017, the applicable Master Servicer shall deliver
or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update
File and, to the extent received by such Master Servicer, the CREFC® Appraisal Reduction Template, if provided for such Distribution
Date. In no event shall any report described in this subsection be required to reflect information that has not been collected
by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Concurrently with
the delivery by each Master Servicer to the Certificate Administrator of the CREFC® Loan Periodic Update File for the
subject Distribution Date, such Master Servicer shall deliver to the Certificate Administrator a CREFC®
Schedule AL File and may deliver to the Certificate Administrator a Schedule AL Additional File, each covering the Mortgage
Loans for which such Master Servicer acts as Master Servicer, and each in both EDGAR-Compatible Format and Excel format; provided, however,
that neither Master Servicer shall have any obligation to prepare or deliver the CREFC® Schedule AL File
unless such Master Servicer receives the Initial Schedule AL File from the Depositor pursuant to Section 2.01(i). If
the Certificate Administrator does not receive a CREFC® Schedule AL File from a Master Servicer by 2:00 p.m.
(New York City time) two (2) Business Days prior to the related Distribution Date, it shall immediately request such
CREFC® Schedule AL File from such Master Servicer via email at ssreports@wellsfargo.com (in the case of
the General Master Servicer) or at both mwehland@ncb.coop and kmann@ncb.coop (in the case of the NCB Master
Servicer) and send a copy of such request to the Depositor via email at CRRCompliance@wellsfargo.com. In preparing
its CREFC®


 






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Schedule AL File and
any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or
verification, each Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content,
completeness and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus. None of the Master Servicers or
the Certificate Administrator shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL
Additional Files provided or prepared by or on behalf of the Master Servicers; provided, however, that to the
extent that the Commission requires that any Form ABS-EE filing contain no more than one Exhibit 102 or Exhibit 103, the
Master Servicers and the Certificate Administrator shall reasonably cooperate with the Depositor in order to develop a
process to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the
information contained in any CREFC® Schedule AL File or Schedule AL Additional File. The Certificate
Administrator shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File or
Schedule AL Additional File solely by its receipt thereof.


 


(e)       Each
Special Servicer shall deliver to the applicable Master Servicer the reports and information required of such Special Servicer
pursuant to Section 3.12(b) and Section 3.12(c), and the applicable Master Servicer shall deliver or make available
to the Certificate Administrator the reports and data files set forth in Section 3.12(d). Such Master Servicer may, absent
manifest error, conclusively rely on the reports and/or data to be provided by the applicable Special Servicer pursuant to Section
3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports
and/or data to be provided by the applicable Master Servicer pursuant to Section 3.12(d). In the case of information or
reports to be furnished by the applicable Master Servicer to the Certificate Administrator pursuant to Section 3.12(d),
to the extent that such information or reports are, in turn, based on information or reports to be provided by the applicable Special
Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and
delivered by the applicable Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the applicable Master
Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received
the requisite information or reports from the applicable Special Servicer, and the applicable Master Servicer shall not be in default
hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the applicable Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)       Notwithstanding
the foregoing, however, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such Master Servicer
or such Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or such Special Servicer,
as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information
with respect to the Mortgage Loans or Mortgaged Properties. A Master Servicer and a Special Servicer may disclose any such information
or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard.
A Master Servicer or a Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other party hereto).


 






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(g)       Unless
otherwise specifically stated herein, if a Master Servicer or a Special Servicer is required to deliver or make available any statement,
report or information under any provisions of this Agreement, such Master Servicer or such Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on such Master Servicer’s website (with respect to items delivered by such Master Servicer) or the Certificate
Administrator’s Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything to the
contrary in the foregoing, each Master Servicer and each Special Servicer shall deliver any required statements, reports or other
information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the
applicable Master Servicer or the applicable Special Servicer, as the case may be. The applicable Master Servicer or the applicable
Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to
system problems, however, copies in electronic format shall follow upon the correction of such system problems.


 


Section
3.13     Access to Certain Information. (a) Each of the Master Servicers and the Special Servicers
shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access
to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC,
the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners
of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise
authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or
information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that
is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable
law. At the election of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, such
access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and
such Master Servicer, such Special Servicer or the Certificate Administrator shall be permitted to require payment (other than
from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders,
as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access
shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request
and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of a Master Servicer
or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall
not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicers and Special Servicers may each (i) affix a reasonable disclaimer to any information provided by it for which
it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information
provided


 






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by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information
on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through”
confidentiality agreement if such information is being provided through the applicable Master Servicer’s or the applicable
Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold
access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited
by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client
privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of a Master Servicer or a Special Servicer
to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of
this Agreement to the extent that such Master Servicer or such Special Servicer, as the case may be, determines, in its reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
otherwise materially harm the Trust. Without limiting the generality of the foregoing, a Master Servicer or a Special Servicer
may refrain from disclosing information that it reasonably determines would prejudice the interests of the Certificateholders with
respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the
holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, the applicable Master Servicer (with respect to Non-Specially Serviced Loans)
or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or forward electronically)
or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies
of any appraisals, operating statements, rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) and financial
statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder
of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer or the applicable Special Servicer,
as the case may be; provided that, in connection with such request, such Master Servicer or such Special Servicer, as applicable,
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to such Master Servicer or such Special Servicer, as applicable, generally to the effect that such Person will keep such information
confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights
the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement.


 


Notwithstanding anything to the
contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided
for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
(except, with respect to a Mortgage Loan Seller, to the extent necessary for


 






    	-218- 



     


    

 


such party to comply with its obligations under the
related Mortgage Loan Purchase Agreement, and except for the Master Servicers and the Certificate Administrator, acting in such
capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)       The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general
public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared
by or delivered to the Certificate Administrator in electronic format:


 


(i)        The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)       the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)       the
CREFC® Loan Setup File provided by the applicable Master Servicer to the Certificate Administrator;


 


(ii)       the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)       any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)      The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC®


 






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NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)       all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)     The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)       all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)       any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)       a
detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal
Reduction Amount on a current and cumulative basis;


 


(E)       CREFC®
Appraisal Reduction Template


 


(v)      The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)       any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)       any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)       any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)       any
notice of the occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered
pursuant to Section 7.01;


 


(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)       any
Asset Review Report Summary received by the Certificate Administrator;


 






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(G)       any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)       any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)         any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)         any
notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03;


 


(K)        any
notice of termination pursuant to Section 9.01;


 


(L)         any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)        any
notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the Operating
Advisor in connection with such recommendation;


 


(O)        any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist
due solely to the existence of an Excluded DCH Loan, the Certificate Administrator will only be required to make available such
notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation
Termination Event to the extent the Certificate Administrator has been notified of such Excluded DCH Loan);


 


(P)        any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)       any
assessments of compliance delivered to the Certificate Administrator; and


 






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(S)       any
attestation reports delivered to the Certificate Administrator;


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
Proposed Course of Action Notice;


 


(vi)     the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)    solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)   the
“Risk Retention” tab.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable
to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the
Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a Borrower
Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general
public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate Administrator’s
Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes
an Excluded Controlling Class Holder, upon delivery to the applicable Master Servicer, the applicable Special Servicer, the Operating
Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the applicable Master Servicer,
in electronic form) of an investor certification substantially in the form of Exhibit P-1D and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information
with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on
the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or


 






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Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is
an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing
Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly
notify each of the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor
certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the applicable Master Servicer, the applicable Special Servicer and the Operating Advisor
shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator,
and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and,
if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything herein
to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate Administrator shall
be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of the Controlling
Class are not Excluded Controlling Class Holders except to the extent that the applicable Master Servicer, the applicable Special
Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the
form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an
Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder
that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including
any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website) if the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor or the


 






    	-223- 



     


    

 


Certificate Administrator,
as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or,
with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information was
not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each of the Master Servicers,
the Special Servicers, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


To the extent the Risk Retention
Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any information solely related to
a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset
Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by a Special Servicer or
any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding
such Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered pursuant
to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the Trustee, a Master Servicer
or a Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but
in each case other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans
at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such information, such Risk
Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation
Party or Holder of an RR Interest or any of its Affiliates involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above. For the avoidance of doubt, (i) any file
or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any Excluded RRCP Loan) shall be considered information that is aggregated with information
of other Mortgage Loans at a pool level and (ii) the covenants and


 






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restrictions in this paragraph are not applicable to Wells Fargo
Bank, National Association, acting solely in its capacity as Master Servicer or Certificate Administrator.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate
Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 


(c)      The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “WFCM 2017-RC1” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)       any
notices of waivers under Section 3.08(d);


 


(ii)      any
Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)     any
notice of final payment on the Certificates;


 


(iv)     any
environmental reports delivered by the applicable Special Servicer under Section 3.09(c);


 


(v)      any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)     any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section
11.10;


 






    	-225- 



     


    

 


(vii)       any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)      any
notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)         copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)          any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)         any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)        any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)       any
notice of a Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant to Section
7.01;


 


(xiv)       any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)        any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)       any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee regarding any of
the information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for
a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage
Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this
Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify
the Rating Agency with whom the communication was held pursuant to Section 3.13(g);


 


(xviii)     any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 






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(xix)       any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information shall
be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be posted
on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such Business Day,
in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider shall
have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete,
conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information
is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider may remove such information
from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not
obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such information to the
Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information was
not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the
17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which
certification may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically
referencing “WFCM 2017-RC1” in the subject line).


 


Upon delivery by the Depositor
to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information Provider
shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s Website
in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s
Website. The 17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under
this Agreement that such information was received and that it has been posted.


 






    	-227- 



     


    

 


Any information required to be
delivered or made available to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic
mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2017-RC1” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)       The
applicable Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide bulk
information that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by
the 17g-5 Information Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in
accordance with the timeframe provided in Section 3.13(c) above; provided, however, that if the 17g-5 Information
Provider is not able to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such
information within a reasonable time. The applicable Master Servicer or the applicable Special Servicer, as applicable, shall not
send any such information directly to the Rating Agencies until the 17g-5 Information Provider notifies it that such information
has been posted to the 17g-5 Information Provider’s Website.


 


(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(f)       Each
of the Master Servicers and the Special Servicers may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional
information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited
by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including,
without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of the Master Servicers
and the Special Servicers shall be entitled to (i) indicate the source of such information and affix thereto any


 






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disclaimer it
deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and
the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit
X or (z) a “click-through” confidentiality agreement if such information is being provided through the applicable
Master Servicer’s or the applicable Special Servicer’s website, and (B) acknowledge that such Master Servicer or such
Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access
to such information is provided via the applicable Master Servicer’s or the applicable Special Servicer’s website,
such Master Servicer and such Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer
and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access
to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the form
of confidentiality agreement used by the applicable Master Servicer or the applicable Special Servicer, as applicable, shall be:
(i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person
is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information
(x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates
or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for
use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination
(except that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of
a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicers
nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicers nor the Special Servicers shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the applicable Master Servicer or the applicable Special Servicer,
as the case may be.


 


(g)       The
Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency


 






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the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation
Party (other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not
Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the performance
of its obligations under this Agreement in electronic format.


 


(i)       None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to
(i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the applicable Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the applicable
Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s
or NRSRO’s evaluation of the applicable Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s
or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided that such Master
Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall not provide
any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review
and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted;
(y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information
Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in undertaking credit
rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information
delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results
from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information
Provider’s Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to
this Section 3.13(i).


 


(j)       The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicers, the Special Servicers, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account. (a) If title to any Mortgaged Property is
acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Property,
the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with


 






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customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. Each Special Servicer, on behalf of
the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer either (i) applies
for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired
ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an
“REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee
and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect
that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which
acquisition occurred will not cause an Adverse REMIC Event. If the applicable Special Servicer is granted or not denied the REO
Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated
by clause (ii) of the immediately preceding sentence, such Special Servicer shall sell such REO Property within such longer
period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by a Special
Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence
or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense
of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)       Each
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business
Days after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section
3.06. The applicable Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the applicable Master
Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change
thereof.


 


(c)       The
applicable Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days
after such amounts are received and properly identified and determined to be available (or with respect to a Serviced Companion
Loan, on the


 






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Business Day preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall withdraw from
the REO Account and remit to the applicable Master Servicer, which shall deposit into the Collection Account (or the Companion
Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently
ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment
Earnings on amounts on deposit in the REO Account; provided, however, that the applicable Special Servicer may retain
in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a
reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related
REO Property. In addition, on or prior to the day the applicable Special Servicer remits funds as provided in this Section 3.14(c),
the applicable Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such
Master Servicer for deposit in the Collection Account, as applicable, on such date. Such Master Servicer shall apply all such amounts
as instructed by such Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced
Whole Loan Remittance Date) for the related Distribution Date.


 


(d)       The
applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15     Management of REO Property. (a) If title to any REO Property is acquired, the applicable Special Servicer
shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the
benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests)
solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust
or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B)
of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the applicable Special Servicer shall have
full power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit
of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as
holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loan, as the case may be) (as determined by the applicable Special Servicer in its reasonable judgment
in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the applicable Special
Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net
income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning such income
is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as
compared with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the
applicable Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business
Day following receipt of such properly identified funds) in the applicable REO Account all revenues received by it with respect
to each REO


 






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Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property,
including, without limitation:


 


(i)       all
insurance premiums due and payable in respect of such REO Property;


 


(ii)      all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)     any
ground rents in respect of such REO Property, if applicable; and


 


(iv)     all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts on
deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through
(iv) above with respect to such REO Property, the applicable Master Servicer (subject to receiving notice from the applicable
Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such
amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the applicable
Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (with respect to any Mortgage
Loan other than an Excluded DCH Loan, and prior to the occurrence and continuance of a Consultation Termination Event)) such advances
would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)      Without
limiting the generality of the foregoing, no Special Servicer shall:


 


(i)       permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)      permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)     authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)     Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the applicable Special
Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer as a Servicing Advance)
to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure


 






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property” within
the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the applicable
Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)      Each
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)       the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)      the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)     any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection
(a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the applicable Special
Servicer upon receipt;


 


(iv)     none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)      each
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


Each Special Servicer shall be
entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the applicable Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)      When
and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the applicable Master Servicer
a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Section 3.15(a) and Section 3.15(b).


 


Section
3.16      Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days
after a Defaulted Loan has become a Specially Serviced Loan, the applicable Special Servicer shall order (but shall not be
required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair
value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the applicable Special
Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged


 






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Property, such Special Servicer shall make its fair value determination as soon
as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The applicable Special
Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the
Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related
Mortgaged Property and the state of the local economy; provided that the applicable Special Servicer shall promptly notify the
applicable Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)       If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the applicable Special Servicer (with respect
to a Specially Serviced Loan) or the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly
notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to
purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)       If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced
Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold
together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special Servicer will be entitled
to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and (ii) after consulting with the Risk Retention Consultation Party, in each case, provided such Non-Serviced Mortgage Loan is
not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard
that such action would be in the best interests of the Certificateholders and, subject to the terms of the related Intercreditor
Agreement (and provided that the related Non-Serviced Special Servicer will not be entitled to a liquidation fee), such Special
Servicer will be entitled to the liquidation fee that the related Non-Serviced Special Servicer would have


 






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otherwise been entitled
to in connection with the sale of such Non-Serviced Mortgage Loan. Each Special Servicer is required to give the Trustee, the Certificate
Administrator, the applicable Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation
Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, other than with respect to any
Excluded Loan as to such party) not less than ten (10) days’ prior written notice of its intention to sell any Defaulted
Loan. In the absence of a cash offer at least equal to the Purchase Price, the applicable Special Servicer may purchase the Defaulted
Loan for the Purchase Price or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted
Loan.


 


(iv)       (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer for such price),
the applicable Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received
from any Person that is determined by such Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror
is a Person other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan, the applicable Special Servicer shall take into account (in addition to the results of any
Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months),
among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and
the state of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror),
the Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to
or greater than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at
least two other offers are received from independent third parties. In determining whether any offer received from an Interested
Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such
Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period
or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance by the applicable Master Servicer.


 


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested
Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar
to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine if
such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third
party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.
The reasonable fees of, and the costs of all appraisals, inspection reports


 






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and broker opinions of value incurred by any such third
party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee will not engage
a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The applicable Special Servicer
shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not
paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the
Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to use efforts
consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its
individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)       The
applicable Special Servicer will not be obligated to accept the highest offer if such Special Servicer determines ((i) with respect
to any Mortgage Loan other than an Excluded DCH Loan, in consultation with the Directing Certificateholder (unless a Consultation
Termination Event shall have occurred and be continuing) (ii) with respect to any Mortgage Loan other than an Excluded RRCP Loan,
in consultation with the Risk Retention Consultation Party and, (iii) in the case of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements
of any related Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates
and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single
lender). In addition, the applicable Special Servicer may accept a lower offer from any Person other than an Affiliate of such
Special Servicer if it determines, in its reasonable judgment consistent with the Servicing Standard, that the acceptance of such
offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO
Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and,
if applicable, the related Companion Holder constituted a single lender) (for example, if the prospective buyer making the lower
offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more
favorable); provided that the offeror is not the applicable Special Servicer or a Person that is an Affiliate of such Special
Servicer. The applicable Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution
Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required
to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)       Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the applicable Special Servicer shall pursue
such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the applicable Special Servicer may deem appropriate,


 






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consistent with the Asset Status Report and the Servicing Standard and
the REMIC Provisions.


 


(b)       (i)
(A) The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole
Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan).
The applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such
sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the
applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the applicable Master Servicer,
each Companion Holder, the Certificate Administrator, the Directing Certificateholder and the Risk Retention Consultation Party
((A) in the case of the Directing Certificateholder and the Risk Retention Consultation Party, in respect of any Mortgage Loan
other than an Excluded Loan as to such party and (B) in the case of the Directing Certificateholder, prior to the occurrence of
a Consultation Termination Event), not less than ten (10) days’ prior written notice of its intention to (i) purchase any
REO Property at the Purchase Price therefor (including a calculation of the Purchase Price) or (ii) sell any REO Property, in which
case such Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal
to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the applicable
Master Servicer, an Affiliate of such Master Servicer, the applicable Special Servicer or an Affiliate of such Special Servicer,
or an employee of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds
of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant
to a brokerage agreement entered into at arm’s length.


 


(B)       In
the absence of any such offer as set forth in sub-clause (A) above, the applicable Special Servicer shall, subject to sub-clause
(C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1)
by such Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)       No
Special Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any


 






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Serviced Companion Loans). In addition, such Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special
Servicer or a Person that is an Affiliate of such Special Servicer.


 


(D)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30)
days of demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing
Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such
amounts from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property,
the applicable Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or
other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical
condition of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion Holders in
negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the
collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the
terms of this Agreement, none of the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the
Operating Advisor nor the Trustee shall have any liability to the Trust or any


 






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Certificateholder or related Companion Holder (if
applicable) with respect to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)       Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)       With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the applicable Special
Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall
require that all offers be submitted to such Special Servicer in writing. To the extent a determination is required to be made
hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by
the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the applicable Special Servicer will not be
permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted
Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such
consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor)
unless the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least
fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10)
days prior to the permitted sale date, a copy of each bid package (together with any amendments to such bid packages) received
by the applicable Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed
sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file
reasonably requested by the holder of the related Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and
a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder and the Risk
Retention Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors
and all leases or other documents that are approved by the applicable Master Servicer or the applicable Special Servicer in connection
with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted
to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not
be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder
of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to
the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair
price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon


 






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such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such
Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment,
such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person.


 


(e)       (i)
Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant to
the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the
related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority
over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement.
If the related Mortgage Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable
Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer
be subject to this Agreement.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)       Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)       In
the event the applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf
of the Trust pursuant to the related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer shall exercise
such right.


 


Section
3.17     Additional Obligations of Master Servicers and Special Servicers. (a) Each Master Servicer shall deliver
all Compensating Interest Payments with respect to Mortgage Loans for which it acts as Master Servicer (other than the portion
of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. Each Master
Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the
Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor.


 


(b)       Each
Master Servicer or each Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 






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(c)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the applicable Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for
such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date,
for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any
Mortgage Loan other than an Excluded DCH Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the applicable Master Servicer or the Trustee
makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of
a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or
portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option
to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first
from principal collections as described above prior to payment from other collections). In connection with a potential election
by the applicable Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion
thereof during the one month collection period ending on the related Determination Date for any Distribution Date, the applicable
Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received
until the end of such collection period before making its determination of whether to refrain from the reimbursement of a particular
Nonrecoverable Advance or portion thereof); provided, however, that if, at any time the applicable Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal
portion of general collections on or in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date,
then the applicable Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information
Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the applicable
Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such
a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the applicable Master Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) in the case of the applicable Master Servicer, it has not timely received from the Trustee
information required by the applicable Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance.
If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply, the applicable
Master Servicer or Trustee,


 






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as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement
as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second
preceding sentence shall in no way affect the applicable Master Servicer’s or the Trustee’s election whether to refrain
from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the applicable Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent
of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The applicable Master
Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice
provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The foregoing shall not, however,
be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with
the conditions to making such an election under this Section 3.17 or to comply with the terms of this Section 3.17
and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the applicable Master Servicer or the applicable Special Servicer,
as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee),
constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the applicable Master
Servicer or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately
instead of deferring such reimbursement, then such Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account
for such Distribution Date (deemed first from principal and then interest). Any such election by any such party to
refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any
one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance
for the period prior to the actual reimbursement of such Nonrecoverable Advance. The applicable Master Servicer’s or the
Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an
accommodation to the Certificateholders and shall not be construed as an obligation on the part of such Master Servicer or the
Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders
a right to prior payment of distributions over such Master Servicer’s or the Trustee’s, as applicable, right to reimbursement
for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek
immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of
the applicable Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to
any of the Certificateholders or any of the Companion Holders for any such election that such party makes as contemplated by this
Section 3.17 or for any losses, damages or other adverse economic or other effects that may arise from such an election,
nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement. Neither the applicable
Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from making an election,
that is authorized under this Section 3.17(c).


 






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No determination by a Master
Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest thereon
under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee, as applicable) to subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the applicable Master Servicer
or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification
or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


(d)       With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts
in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.
Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan
(or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


(e)       Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such
modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18    Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section
3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i),
Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to
any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole
Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the applicable Special Servicer
with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor
Agreement), the applicable Special Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced Loan and/or
related Companion Loan that would constitute a Major Decision without (x) prior to the occurrence and continuance of a Control
Termination Event and other than with respect to any Excluded DCH Loan, the consent (or deemed consent) of the Directing Certificateholder
having been obtained by the applicable Special Servicer to the extent required by, and pursuant to the process described under,
Section 6.08(a), (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence
and continuance of a Consultation Termination Event, and other than with respect to any Excluded DCH Loan, the applicable Special
Servicer having consulted with the Directing Certificateholder


 






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if and to the extent required pursuant to Section 6.08(a),
and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced
Loan other than an Excluded RRCP Loan and (ii) after the occurrence and during the continuance of a Consultation Termination Event,
with respect to any Mortgage Loan other than an Excluded RRCP Loan, the applicable Special Servicer having consulted with the
Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a); and provided, further,
that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i)
five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily
by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the
Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration
of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan
for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan
and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
prior to any such extension, the applicable Special Servicer shall (1) provide the Trustee, the Certificate Administrator, the
applicable Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party ((i)
in the case of the Directing Certificateholder and the Risk Retention Consultation Party, other than with respect to any Excluded
Loan as to such party and (ii) in the case of the Directing Certificateholder, prior to the occurrence of a Consultation Termination
Event), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents
and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section
3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded DCH Loan, obtain
the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect
to any Excluded DCH Loan, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of
a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded RRCP Loan and (ii) after
the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an
Excluded RRCP Loan, consult with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section
6.08(a). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the applicable Master
Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor
Agreement, the applicable Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the applicable
Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related
Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein
which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other
than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto
is not reasonably


 






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foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the applicable Master Servicer nor
the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more
other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not
reasonably foreseeable unless (i) the applicable Master Servicer or the applicable Special Servicer, as the case may be, obtains
Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder
and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related
Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event
(and the applicable Master Servicer or the applicable Special Servicer, as the case may be, may obtain and rely upon an Opinion
of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and
if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon receiving a request for
any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan that is a
Non-Specially Serviced Loan, the applicable Master Servicer shall promptly forward such request to the applicable Special Servicer
and such Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except
as provided in the next sentence, such Master Servicer shall have no further obligation with respect to such request or the Major
Decision. The applicable Master Servicer will deliver to the applicable Special Servicer any additional information in such Master
Servicer’s possession requested by such Special Servicer relating to such Major Decision. The Master Servicers shall not
be permitted to process any Major Decision and shall not be required to interface with the Mortgagor or provide a written recommendation
and/or analysis with respect to any Major Decision.


 


(b)       If
the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the applicable Special Servicer’s judgment, reasonably foreseeable
(as evidenced by an Officer’s Certificate of such Special Servicer), is reasonably likely to produce a greater (or equivalent)
recovery on a net present value basis (the


 






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relevant discounting to be performed at the related Mortgage Rate) to the Trust and,
if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially
Serviced Loan, then the applicable Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced
Loan, subject to (w) the provisions of this Section 3.18(b) and Section 3.18(c), (x) with respect to any such Specially
Serviced Loan other than an Excluded DCH Loan, prior to the occurrence and continuance of a Control Termination Event, the approval
of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Termination Event, but prior
to the occurrence and continuance of a Consultation Termination Event, upon consultation with the Directing Certificateholder)
as provided in Section 6.08, (y) with respect to any such Specially Serviced Loan other than an Excluded RRCP Loan, upon
consultation with the Risk Retention Consultation Party as provided in Section 6.08, and (z) additionally, with respect
to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the
applicable Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the
terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the related Serviced
AB Whole Loan Controlling Holder will be required to the extent set forth in the related Intercreditor Agreement and the Directing
Certificateholder shall have no consent or consultation rights, and the Risk Retention Consultation Party shall have no consultation
rights, regarding the matter; provided, further, that in the case of any release or substitution of collateral (other
than a defeasance), the applicable Special Servicer shall have obtained an Opinion of Counsel that such release or substitution
would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded DCH Loan
(regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with (i) the release
of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the lien
of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require
the applicable Master Servicer or the applicable Special Servicer, as the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 






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If, following any such release
or taking, the loan-to-value ratio as calculated is greater than 125%, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall require payment of principal by a “qualified amount” as determined under Revenue
Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not
paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code.


 


The applicable Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan
is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years
or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and,
((A) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder
and (B) to the extent such modification, waiver or amendment extending the maturity date constitutes a Major Decision, after consultation
with the Risk Retention Consultation Party pursuant to Section 6.08 (in each case, other than with respect to a Mortgage
Loan that is an Excluded Loan as to such party), ten (10) years prior to the expiration of such leasehold estate (including any
options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of
interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the applicable Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18
if such matter constitutes a Master Servicer Decision) or the applicable Special Servicer (as provided in Section 3.08(a),
Section 3.08(b) and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision) may,
consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion
Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification
or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any
Trust REMIC to be subject to any tax under the REMIC Provisions. In making this determination, such Master Servicer or such


 






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Special
Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of
Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be
collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use its reasonable
efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents).
Notwithstanding the foregoing, neither the applicable Master Servicer nor the applicable Special Servicer may waive the payment
of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due
Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage
Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)       Subject
to Section 3.18(c), the applicable Master Servicer and the applicable Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within such Master Servicer’s or such Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to such Master Servicer or such Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the applicable Master Servicer or the applicable Special Servicer, as
the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature
is required by the applicable Special Servicer in accordance with the Servicing Standard).


 


(g)       With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18, the
applicable Special Servicer shall notify the applicable Master Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder (other
than (i) following the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded DCH Loan), the Risk
Retention Consultation Party (other than with respect to any Excluded RRCP Loan), the applicable Companion Holder (unless, with
respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan
Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan, the Directing Certificateholder
or the Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment
(in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived
or


 






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amended and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and
executed) for which it is responsible for processing pursuant to Section 3.18, the applicable Master Servicer shall provide
written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the applicable Special
Servicer, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder,
only prior to the occurrence of a Consultation Termination Event and, in the case of the Directing Certificateholder and the Risk
Retention Consultation Party, other than with respect to an Excluded Loan as to such party), the applicable Companion Holder (unless,
with respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred, if applicable) and the related Mortgage
Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan, the Directing
Certificateholder or the Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for
delivering notice shall deliver to the Custodian with a copy to the applicable Master Servicer (if such notice is being delivered
by the applicable Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof,
with a copy to the applicable Companion Holder, if any. Following receipt of the applicable Master Servicer’s or the applicable
Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator,
the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R Certificates).
With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine
debt, the applicable Special Servicer (if such Special Servicer processes such modification, waiver or consent pursuant to Section
3.18(a)) or the applicable Master Servicer (if such Master Servicer processes such modification, waiver or consent pursuant
to Section 3.18(m)) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5)
Business Days immediately following the applicable Master Servicer or the applicable Special Servicer, as the case may be, obtaining
actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence
of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure
Notification in the form attached hereto as Exhibit EE. The notice contemplated in the preceding sentence shall set forth,
to the extent the applicable Special Servicer or the applicable Master Servicer, as the case may be, has the requisite information
or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period,
(2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the applicable
Master Servicer, the applicable Special Servicer and the Certificate Administrator, as applicable, and such Master Servicer confirms
with the Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator
to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust
is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder.
From time to time, the applicable Master Servicer, the applicable


 






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Special Servicer and the Certificate Administrator may agree
on a different delivery time and format for the information set forth in this paragraph.


 


(h)       Subject
to the consent rights and process set forth in Section 6.08 with respect to Major Decisions, each Master Servicer shall
process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) for which it acts as Master Servicer and
related Serviced Companion Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to
any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include
any Modification Fees or waiver fees in connection with a defeasance that any Special Servicer is entitled to under this Agreement).
Notwithstanding the foregoing, such Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any
act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or
a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and such Master Servicer
has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make
all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent
certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments
of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the
requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more
Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have
a first priority perfected security interest in such substituted Mortgaged Property; provided, however, that, to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor
shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to
act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the applicable Master Servicer shall use its reasonable efforts to require
the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor,
and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the applicable
Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a
confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided, further, however, that no such confirmation from
any Rating Agency shall be required to the extent that the applicable Master Servicer has delivered a defeasance certificate substantially
in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such
Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents
less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a, and


 






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(iii) a Mortgage Loan that is not one of the ten
largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to
pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent
with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the
extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)       Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the applicable
Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant
to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of
the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided
that such substitution is consistent with the Servicing Standard and the applicable Master Servicer reasonably determines that
allowing their use would not cause a default or event of default to become reasonably foreseeable and the applicable Master Servicer
receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and,
if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would
not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the applicable Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


(j)       If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
applicable Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which
shall be Eligible Accounts, into which all payments received by such Master Servicer from any defeasance collateral substituted
for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the
Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the applicable Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested
by such Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed
in a separate account, the applicable Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the


 






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Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and
not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event
shall the applicable Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365
days (or 366 days in the case of a leap year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the applicable Master Servicer nor the applicable Special Servicer, as the
case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and
otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the
related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures
a Mortgage Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)       Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the applicable Special
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of
an Opinion of Counsel addressed to such Special Servicer and the applicable Master Servicer that such modification, waiver, consent
or amendment will not cause an Adverse REMIC Event to the extent the applicable Special Servicer determines in its reasonable good
faith business judgment consistent with the Servicing Standard that such Opinion of Counsel is reasonably necessary.


 


(m)       Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
applicable Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below
in the definition of Master Servicer Decision), Risk Retention Consultation Party consultation or the applicable Special Servicer’s
approval or consent (provided that such Master Servicer delivers notice thereof to such Special Servicer after completion
(and such Special Servicer shall promptly, prior to the occurrence of a Consultation Termination Event and other than in respect
of any Excluded DCH Loan or any NCB Co-op Mortgage Loan, deliver notice thereof to the Directing Certificateholder, except to the
extent that such Special Servicer or the Directing Certificateholder, as the case may be, notifies such Master Servicer that such
party does not desire to receive copies of such items) take any of the following actions with respect to Non-Specially Serviced
Loans (each such action, a “Master Servicer Decision”): (i) grant waivers of non-material covenant defaults
(other than financial covenants), including late (but not waived) financial statements except that (other than with respect to
any Excluded DCH Loan or NCB Co-op Mortgage Loan, and prior to the occurrence and continuance of a Control


 






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Termination Event) the
Directing Certificateholder’s consent (or deemed consent) shall be required to grant waivers of more than three consecutive
late deliveries of financial statements; (ii) consents to releases of non-material, non-income producing parcels of a Mortgaged
Property that do not materially affect the use or value of the related Mortgaged Property or the ability of the related Mortgagor
to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are required by the related Mortgage
Loan documents; (iii) approve or consent to grants of easements or rights of way (including, without limitation for utilities,
access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements, except
that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded DCH Loan,
the Directing Certificateholder’s consent (or deemed consent) shall be required to approve or consent to grants of easements
or rights of way that materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments
with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine approvals, including granting
of subordination, non-disturbance and attornment agreements and consents involving leasing activities that do not involve a ground
lease (provided that, prior to the occurrence and continuance of a Control Termination Event and other than in the case
of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for leasing activities
that affect an area greater than the lesser of (a) 30% of the net rentable area of the improvements at the Mortgaged Property and
(b) 30,000 square feet of the improvements at the Mortgaged Property), including approval of new leases and amendments to current
leases; (v) consent to actions and releases related to condemnation of parcels of a Mortgaged Property (provided that, prior
to the occurrence and continuance of a Control Termination Event and other than in the case of any Excluded DCH Loan, the Directing
Certificateholder’s consent (or deemed consent) shall be required in connection with any condemnation with respect to a material
parcel or a material income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged
Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion Loan when
due); (vi) consent to a change in property management relating to any Mortgage Loan or any related Companion Loan if the replacement
property manager is not a Borrower Party (provided that, prior to the occurrence and continuance of any Control Termination
Event and other than in the case of any Excluded DCH Loan or NCB Co-op Mortgage Loan, the Directing Certificateholder’s consent
(or deemed consent) shall be required for any Mortgage Loan (including any related Companion Loans) that has an outstanding principal
balance equal to or greater than $5,000,000); (vii) approve annual operating budgets for Mortgage Loans; (viii) consent to any
releases or reductions of or withdrawals from (as applicable) any letters of credit, escrow funds, reserve funds or other additional
collateral with respect to any Mortgage Loan, except that (other than with respect to any Excluded DCH Loan or NCB Co-op Mortgage
Loan and prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s consent
(or deemed consent) shall be required for earnout or performance reserve releases specifically scheduled on Schedule 3 to
this Agreement; (ix) grant an extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage
Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance
does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor has delivered documentation reasonably
satisfactory in form and substance to the applicable Master Servicer which provides that a refinancing of such Mortgage Loan or
sale of


 






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the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due;
(x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, except that (other
than with respect to any Excluded DCH Loan) the Directing Certificateholder’s consent (or deemed consent) shall be required
for any such modification to an Intercreditor Agreement other than during a Control Termination Event and if any such modification
or amendment would adversely impact the applicable Master Servicer or the applicable Special Servicer, such modification or amendment
will additionally require the consent of such Master Servicer or such Special Servicer, as applicable, as a condition to its effectiveness;
(xi) any determination of Acceptable Insurance Default, except that, prior to the occurrence and continuance of any Control Termination
Event and other than in the case of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent)
shall be required for any such determination; (xii) approve or consent to any defeasance of the related Mortgage Loan or Serviced
Companion Loan other than agreeing to (A) a modification of the type of defeasance collateral required under the Mortgage Loan
or Serviced Whole Loan documents other than direct, non-callable obligations of the United States would be permitted or (B) a modification
that would permit a principal prepayment instead of defeasance if the Mortgage Loan or Serviced Whole loan documents do not otherwise
permit such principal prepayment; (xiii) any determination to bring a Mortgaged Property into compliance with applicable environmental
laws or to otherwise address hazardous material located at a Mortgaged Property subject, prior to the occurrence and continuance
of a Control Termination Event and other than with respect to any Excluded DCH Loan, to the consent (or deemed consent) of the
Directing Certificateholder; (xiv) any assumption of the Mortgage Loan or transfer of the Mortgaged Property, in each case, that
the loan documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the loan documents
where no mortgagee discretion is necessary in order to determine if such conditions are satisfied; (xv) with respect to NCB Co-op
Mortgage Loans, consent to the related Mortgagor incurring subordinate debt secured by the related Mortgaged Property, subject
to the satisfaction of the NCB Subordinate Debt Conditions with respect to such subordinate debt; and (xvi) grant or agree to any
other waiver, modification, amendment and/or consent that does not constitute a Major Decision; provided that (w) any such
action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of
Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such
opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard,
and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement;
provided, further, that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder,
such consent shall be deemed given if a response to the request for consent is not provided within 10 Business Days after receipt
of the applicable Master Servicer’s written recommendation and analysis and all information reasonably requested by the Directing
Certificateholder, and reasonably available to such Master Servicer in order to grant or withhold such consent; provided,
further, that in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder,
after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination
Event, the


 






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Directing Certificateholder shall be entitled to consult with the applicable Master Servicer on a non-binding basis.
The foregoing is intended to be an itemization of actions the Master Servicers may take without having to obtain the approval of
any other party and is not intended to limit the responsibilities of the Master Servicers hereunder.


 


(n)       No
Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing such
modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest, principal
and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or “A”
portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall no longer be outstanding;
provided, however, that interest and other amounts in respect of such junior or “B” portion may accrue
prior to such point in time.


 


Section
3.19 Transfer of Servicing Between Master Servicers and Special Servicers; Recordkeeping; Asset Status Report.
(a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Companion Loan, the applicable Master Servicer or the applicable Special Servicer, as the case may
be, shall promptly give notice to the applicable Master Servicer or the applicable Special Servicer, as the case may be, the Operating
Advisor and ((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect
to any Excluded DCH Loan) the Directing Certificateholder thereof, and the applicable Master Servicer shall deliver the related
Mortgage File and Servicing File to the applicable Special Servicer and concurrently provide a copy of such Servicing File, exclusive
of all Privileged Communications, to the Operating Advisor. The applicable Master Servicer shall use its reasonable efforts to
provide the applicable Special Servicer with all documents and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in
the applicable Master Servicer’s possession or otherwise available to such Master Servicer without undue burden or expense,
and reasonably requested by the applicable Special Servicer to enable it to assume its functions hereunder with respect thereto.
Such Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the
definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the applicable Special Servicer
of such Servicing Transfer Event when such Special Servicer makes the determination) and in any event shall continue to act as
Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until such Special
Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The applicable
Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence
and continuance of a Consultation Termination Event or (ii) other than with respect to any Excluded DCH Loan) the Directing Certificateholder,
a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer to the applicable Special Servicer,
or by the applicable Special Servicer to the applicable Master Servicer, pursuant to this Section 3.19. Prior to the occurrence
and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder
a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer pursuant to this Section 3.19.


 






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Upon determining that a Specially
Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided
that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the applicable Special Servicer, and
(ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related
Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the applicable Special Servicer
shall immediately give notice thereof to the applicable Master Servicer, the Operating Advisor, the related Serviced Companion
Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded DCH Loan)
the Directing Certificateholder and shall return the related Mortgage File and Servicing File to the applicable Master Servicer
(or copies thereof if copies only were delivered to the applicable Special Servicer) and upon giving such notice, and returning
such Mortgage File and Servicing File to such Master Servicer, such Special Servicer’s obligation to service such Corrected
Loan shall terminate and the obligations of such Master Servicer to service and administer such Mortgage Loan and, if applicable,
the related Companion Loan shall recommence.


 


(b)       In
servicing any Specially Serviced Loans and Serviced Companion Loans, the applicable Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the applicable Master Servicer), and provide the applicable
Master Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence
with the related Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the applicable Master Servicer shall maintain ongoing payment records with respect to
each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage
Loan) and shall provide the applicable Special Servicer with any information in its possession with respect to such records to
enable such Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed
to require such Master Servicer to produce any additional reports.


 


(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, the applicable Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the applicable Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than
(A) any Excluded DCH Loan or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any
event prior to the occurrence of a Consultation Termination Event), the Risk Retention Consultation Party (but only in respect
of any Mortgage Loan other than an Excluded RRCP Loan), the Operating Advisor (but, other than with respect to an Excluded DCH
Loan, only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
with respect to any related Serviced


 






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Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the applicable master servicer of such Other Securitization into which the
related Serviced Companion Loan has been sold; the applicable Special Servicer shall also deliver a summary of each Final Asset
Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary of the Final Asset Status
Report to the Certificate Administrator’s Website. Such Asset Status Report shall set forth the following information to
the extent reasonably determinable based on the information that was delivered to the applicable Special Servicer in connection
with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)        a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)       a
discussion of the legal and environmental considerations reasonably known to the applicable Special Servicer, consistent with the
Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has
been retained;


 


(iii)      the
most current rent roll (or with respect to NCB Co-op Mortgage Loans, maintenance schedule), and income or operating statement available
for the related Mortgaged Property;


 


(iv)      (A)
the applicable Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)      a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)     the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)    an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action,


 






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setting forth (x) the basis on which the applicable Special Servicer made such determination and (y)
the net present value calculation and all related assumptions;


 


(ix)      the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)       such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business Days
of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or
if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the
Directing Certificateholder (communicated to the applicable Special Servicer within ten (10) Business Days) is not in the best
interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole, such Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special
Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage
Loan documents. If, with respect to any Mortgage Loan other than an Excluded DCH Loan, prior to the occurrence and continuance
of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business
Days of receipt and the applicable Special Servicer has not made the affirmative determination described above, such Special Servicer
shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than
thirty (30) days after such disapproval, to the applicable Master Servicer, the Directing Certificateholder (prior to the occurrence
and continuance of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence
and during the continuance of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related
AB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination
Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded DCH Loan, prior to the occurrence
and continuance of any Control Termination Event, the applicable Special Servicer shall revise such Asset Status Report as described
above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report
in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the applicable Special Servicer
makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders;
provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business
Days following the first submission of an Asset Status Report, the applicable Special Servicer shall follow the direction of the
Directing Certificateholder provided, such direction would not be a violation of the Servicing Standard; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The applicable Special Servicer may, from time to time, modify any Asset Status Report
it has previously delivered and implement such report; provided that such report shall have been prepared, reviewed and
not rejected pursuant to the


 






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terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect
to any Excluded DCH Loan (regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special
Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded
DCH Loan which includes a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No direction or disapproval of
the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the applicable Special Servicer, shall (a)
require or cause the applicable Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision
of this Agreement, including the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC, or (b) result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or (c) expose the applicable Master Servicer, the applicable
Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator
or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand
the scope of the applicable Special Servicer’s, the Trustee’s or the applicable Master Servicer’s responsibilities
under this Agreement.


 


If a Control Termination Event
has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly deliver each
Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded DCH Loan, the Directing Certificateholder).
The Operating Advisor shall provide comments to the applicable Special Servicer in respect of the Asset Status Report, if any,
within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional
information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to
the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The applicable Special Servicer shall consider such
alternative courses of action and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event
has occurred and is continuing and such Specially Serviced Loan is not an Excluded DCH Loan, the Directing Certificateholder) in
connection with the applicable Special Servicer’s preparation of any Asset Status Report. The applicable Special Servicer
may revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor
(and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded DCH
Loan, the Directing Certificateholder), to the extent the applicable Special Servicer determines that the Operating Advisor’s
and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best
interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion


 






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Loan, as a collective whole (taking into account the pari passu or subordinate nature
of such Companion Loan)).


 


After the occurrence and during
the continuance of a Control Termination Event (and at any time with respect to any Excluded DCH Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing Certificateholder
(except with respect to any Excluded DCH Loan) and the Operating Advisor shall consult with the applicable Special Servicer and
propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence and
continuance of a Consultation Termination Event (and at any time with respect to any Excluded DCH Loan), the Directing Certificateholder
(other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult
with the applicable Special Servicer with respect to Asset Status Reports and the applicable Special Servicer shall only be obligated
to consult with the Operating Advisor with respect to any Asset Status Report as described above. The applicable Special Servicer
may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take
into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
applicable Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)       (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (x) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the applicable Master Servicer
shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the applicable Special Servicer
with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such Special Servicer
to enable it to negotiate with the related Mortgagor. The applicable Master Servicer shall use its reasonable efforts to comply
with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)       After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the applicable Master Servicer shall deliver notice thereof to the Operating Advisor at the same
time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 






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(f)       Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded DCH Loan), the applicable Special
Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary
of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and
continuance of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder),
to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded DCH Loan, if, prior to the occurrence
and continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format
such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary;
provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset
Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the
most recent draft summary of the Final Asset Status Report delivered by the applicable Special Servicer prior to such 20th Business
Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however,
that if at any time the applicable Special Servicer determines that any affirmative disapproval of such draft summary by the Directing
Certificateholder is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a
collective whole, pursuant to the Servicing Standard, the applicable Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The applicable Special Servicer shall promptly deliver
(but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the
Operating Advisor. The applicable Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced
AB Whole Loan which is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed
approved by the holder of the Serviced AB Whole Loan Controlling Holder in accordance with the related Intercreditor Agreement
(to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice
of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting
on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20 Sub-Servicing Agreements. (a) Each Master Servicer and each Special Servicer may enter into Sub-Servicing
Agreements to provide for the performance by


 






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third parties of any or all of its respective
obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this
Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this
Agreement; (ii) provides that if the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall
for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination
Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to
the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section
7.02 under the circumstances described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for
the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the
Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the
extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the
Master Servicers or Special Servicers, as applicable (other than the Master Servicer or Special Servicer that enters
into such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder (or
the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities
arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section
3.20(g) and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does
not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except
through the applicable Master Servicer or the applicable Special Servicer, as the case may be, if and only to the extent
provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the
extent the applicable Master Servicer or the applicable Special Servicer, as the case may be, is permitted hereunder to
modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision without
the consent of the applicable Master Servicer or the applicable Special Servicer, as applicable (which consent shall not be
granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after
the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at
the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (ix) provides that the
Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be
terminated (following the expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date
any Exchange Act reporting items required to be delivered to the applicable Master Servicer, the Certificate Administrator or
the Depositor under Article XI or under the Sub-Servicing Agreement or to the applicable master servicer under any
other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its
covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange
Act reporting items required for any party to this Agreement to perform its obligations under Article XI or under the
Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a party to. Any
successor master servicer or successor


 






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special servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special
servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the applicable predecessor Master Servicer
or Special Servicer, as the case may be (subject to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered
into by a Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect
to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however,
that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although
it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required
under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees
as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition
had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically
provided for in such Sub-Servicing Agreement. The applicable Master Servicer or applicable Special Servicer, as the case may be,
shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered
into by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken
or to be taken by the applicable Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of such Master
Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for
Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the applicable Master Servicer hereunder
to make Advances shall be deemed to have been advanced by such Master Servicer out of its own funds and, accordingly, in such
event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer
were such Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section
3.03(d), such interest to be allocable between such Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant
to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, each Master Servicer shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall notify the applicable Master Servicer or the applicable Special Servicer, as the case may
be, the Trustee and the Depositor (and such Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment
by it of any Sub-Servicer, except that a Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the applicable Master Servicer’s
obligations under this Agreement.


 


(c)       As
part of its servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the benefit
of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the
applicable Master Servicer shall be required only to use reasonable efforts to


 






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cause any Initial Sub-Servicer to comply with the
requirements of Article XI. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The applicable Master
Servicer shall have the right to remove a Sub-Servicer retained by it at any time it considers removal to be in the best interests
of the Certificateholders.


 


(d)       In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a Master Servicer
under any Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the applicable Master Servicer shall remain
obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans serviced hereunder and
the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the applicable Master Servicer shall pay the fees of any Sub-Servicer thereunder as and
when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a
result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)       The
Trustee, upon the request of the applicable Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the applicable Master Servicer’s servicing
rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with
its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the applicable Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing
Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any
manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or


 






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under the Initial
Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably
withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with either Master Servicer, the applicable Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the
applicable Master Servicer pursuant to the terms hereof.


 


(i)        Notwithstanding
any other provision of this Agreement, no Special Servicer shall enter into any Sub-Servicing Agreement which provides for the
performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than an
Excluded DCH Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the applicable Special Servicer to comply with applicable regulatory requirements.


 


Section
3.21 Interest Reserve Account.


 


(a)       On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case,
unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which the P&I
Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect
thereof (all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22 Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers.
Within a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more
often than on a monthly basis, each of the Master Servicers and the Special Servicers shall, without charge, make a knowledgeable
Servicing Officer via telephone available to verbally answer questions from (a) the Directing Certificateholder ((i) prior to
the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded DCH Loan) and (b) upon the
occurrence and during the continuance of any Control Termination Event, the Operating Advisor (with respect to a Special Servicer
only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the applicable Master Servicer
or the applicable Special Servicer, as the case may be, is responsible.


 






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Section
3.23 Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party;
Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party. (a) Each Controlling Class
Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to
the Certificate Administrator and to notify the applicable Master Servicer, the Certificate Administrator, the applicable Special
Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such
Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation
or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Trustee and the
Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the
extent there is only one Controlling Class Certificateholder and it is also the General Special Servicer, it shall be the Directing
Certificateholder.


 


On the Closing Date, the initial
Directing Certificateholder shall execute and deliver a certification substantially in the form of Exhibit P-1G to this
Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor directing certificateholder
shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement prior to being recognized
as the new Directing Certificateholder.


 


On the Closing Date, the initial
Risk Retention Consultation Party shall execute and deliver a certification substantially in the form of Exhibit P-1H to
this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor risk retention
consultation party shall also deliver a certification substantially in the form of Exhibit P-1H to this Agreement prior
to being recognized as the new Risk Retention Consultation Party.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the
event that (i) the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee or the
Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the
Operating Advisor that it is the new Directing Certificateholder;


 






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provided that the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class. Additionally, once a Risk Retention Consultation Party has been selected,
each of the Master Servicers, the Special Servicers, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor
and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless the Holders
of the RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or such Risk Retention Consultation
Party shall have notified the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Holder of the RR Interest, in writing, of the selection of a new Risk Retention Consultation Party.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)       In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicers or the Special Servicers,
as applicable, and the applicable Master Servicer or the applicable Special Servicer, as the case may be, has attempted to obtain
such information from the Certificate Administrator and no such entity has been identified to such Master Servicer or such Special
Servicer, as applicable, then until such time as the new Directing Certificateholder is identified to such Master Servicer or such
Special Servicer, as applicable, such Master Servicer or such Special Servicer, as applicable, shall have no duty to consult with,
provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating Advisor, the
Master Servicers and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the applicable Master Servicer and the applicable Special Servicer. Notwithstanding
the foregoing, (A) Argentic Securities Income USA LLC shall be the initial Directing Certificateholder and shall remain so until
a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing,
and (b) Wells Fargo Bank, National Association shall be the initial Risk Retention Consultation Party and shall remain so until
a successor is appointed pursuant to the terms of this Agreement.


 


Until it receives notice to the
contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee
shall be entitled


 






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to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Risk
Retention Consultation Party.


 


(f)       If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the Directing
Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes including
the Controlling Class or itself over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing
Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted
as set forth in clauses (i) through (v) above, and no Certificateholder may take any action whatsoever against the
Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having
so acted.


 


Each Certificateholder acknowledges
and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation
Party may act solely in the interests of the Holders of the RR Interest; (iii) the Risk Retention Consultation Party does not have
any liability or duties to the Holders of any Class of Certificates other than the RR Interest; (iv) the Risk Retention Consultation
Party may take actions that favor interests of the Holders of one or more Classes including the RR Interest over the interests
of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability
whatsoever (other than to a Holder of an RR Interest) for having so acted as set forth in clauses (i) through (iv) above, and no
Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee,
agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)       All
requirements of each Master Servicer and each Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)       Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact


 






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information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any Serviced
AB Whole Loan Controlling Holder.


 


(j)       With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee, or
any Certificateholder and provide such information to the requesting party.


 


(l)       At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates
are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the
Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate
Administrator (which shall be via email to “trustadministrationgroup@wellsfargo.com”), the Master Servicers, the Special
Servicers and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Termination
Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition
of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such Control Termination
Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any
unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the
rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates
if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving
Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling
Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise
of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to irrevocably waive its right to appoint the Directing Certificateholder and
to exercise any of the rights of the Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to
exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any
consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or transfer of the Class
E Certificates to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale or transfer until such
time as such Mortgage Loan becomes a Corrected Loan.


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicers, the Special Servicers and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of


 






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obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicers and the Special Servicers within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon
the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred
or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control Termination
Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination
Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates to less than 25% of the Original
Certificate Balance thereof.”


 


In the event that a Control Termination
Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class E Certificateholder, who has become
the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder or to exercise any of the rights
of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and a Consultation
Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights as Controlling
Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall
state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such
Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each
case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in a termination
of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state: “A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”


 


With respect to any Mortgage
Loan determined to be an Excluded DCH Loan, none of the Directing Certificateholder or any Controlling Class Certificateholder
shall have any consent or consultation rights with respect to the servicing of such Excluded DCH Loan and a Control Termination
Event and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded DCH Loan. Likewise, with
respect to any Mortgage Loan determined to be an Excluded RRCP Loan, none of the Risk Retention Consultation Party or the Holders
of the RR Interest shall have any consent or consultation rights with respect to the servicing of such Excluded RRCP Loan.


 






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Section
3.24 Intercreditor Agreements. (a) Each of the Master Servicers and Special Servicers acknowledges and agrees
that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the
terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each
Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without
limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement
and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicers and Special
Servicers agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related
Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent
that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or
permitted to consent to such action. Each of the Master Servicers and Special Servicers acknowledges and agrees that each Companion
Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the
terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the
Master Servicers and the Special Servicers further acknowledges and agrees that any Serviced Whole Loan Controlling Holder will
have the right to replace the applicable Special Servicer solely with respect to the related Serviced Whole Loan, to the extent
provided for herein and in the related Intercreditor Agreement.


 


(b)       Neither
the applicable Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that
arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict
between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require such Master Servicer or such Special Servicer to abide by any instruction or direction of
a Companion Holder or a mezzanine lender, neither such Master Servicer nor such Special Servicer shall be required to comply with
any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable
Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne
by the applicable Master Servicer or the applicable Special Servicer for its own account without reimbursement. In no event shall
the applicable Master Servicer or the applicable Special Servicer be required to consult with or obtain the consent of any Companion
Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact
information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively
entitled to rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth
in the related Intercreditor Agreement. In no event shall the applicable Master Servicer or the applicable Special Servicer, as
the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class
Certificateholder or consult with a new Risk Retention Consultation Party unless the Certificate Administrator has delivered notice
to such Master Servicer or such Special Servicer, as applicable, as required under Section 3.23(e) or such Master Servicer
or such Special Servicer, as applicable, have actual


 






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knowledge of the identity and contact information of a new Directing Certificateholder
or a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 


(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the applicable Master Servicer
or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including such Master Servicer’s or such Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially expand the scope of
the applicable Special Servicer’s, Trustee’s, the Certificate Administrator’s or the applicable Master Servicer’s
responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of
any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the applicable Master Servicer or the applicable Special Servicer,
as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, the applicable Special Servicer shall be required (i) to provide copies of any notice,
information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with
respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to
a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling
Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling
Class Certificateholder under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence
and continuance of a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding
basis, to the extent having received such notices, information and reports, such related Companion Holder requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that


 






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after
the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the applicable Special
Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Controlling Class Certificateholder, the applicable Special Servicer shall no longer be obligated to consult with such related
Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless,
such Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which
case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information
relating thereto). Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding
sentence, such Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the
expiration of the aforementioned ten (10) Business Day period if such Special Servicer determines that immediate action with respect
thereto is necessary to protect the interests of the Certificateholders and the related Companion Holder. In no event shall the
applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion
Holder.


 


(f)       Each
Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion of the
applicable Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the applicable Master Servicer
or the applicable Special Servicer at the offices of such Master Servicer or such Special Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, in which servicing issues
related to the related Whole Loan are discussed.


 


(g)       With
respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the applicable Master Servicer of the related Periodic Payment without the consent of such Master Servicer.


 


Section
3.25 Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required
to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency
Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information
Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that
such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC
Requesting Party shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information
Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has
not, promptly request the related Rating Agency Confirmation again (which may be through direct communication). The circumstances
described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once
the RAC Requesting Party has sent a request for a Rating Agency Confirmation


 






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to the 17g-5 Information Provider, such RAC Requesting
Party may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set
forth in Section 13.10(d).


 


If there is no response to such
Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such
Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency
Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than
as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as
if such requirement did not exist) with respect to such Rating Agency and the applicable Master Servicer or the applicable Special
Servicer, as the case may be, may then take such action if the applicable Master Servicer or the applicable Special Servicer, as
the case may be, confirms its original determination (made prior to making such request) that taking the action with respect to
which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to
a replacement of the applicable Master Servicer or the applicable Special Servicer, such condition shall be deemed not to apply
(as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer is listed on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable,
if S&P is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer has been appointed
and currently serves as a master servicer or a special servicer, as applicable, on a transaction-level basis on a transaction currently
rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing concerns with
respect to such replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer
or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (iii) the applicable
replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3”
(in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iv) DBRS has not cited servicing concerns
with respect to such replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other commercial mortgage-backed securitization transaction serviced by such replacement master servicer or
special servicer prior to the time of determination, if DBRS is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicers, Special Servicers, Certificate Administrator or Trustee, as applicable, pursuant to this
Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation
request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency
Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information


 






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Provider
shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the applicable
Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), such Master Servicer or such Special Servicer, as applicable, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the applicable Master Servicer
or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such
Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26 The Operating Advisor. (a) The Operating Advisor shall promptly review (i) all information made available
to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B)
that is contained in the CREFC® Servicer Watch List prepared by the applicable Master Servicer and (ii) each Final
Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)       (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of
any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the applicable Special Servicer that would be Privileged Information) delivered to
the Operating Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the
Operating


 






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Advisor shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate
Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for
which a Control Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content by
the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation,
provisions herein relating to Privileged Information; provided, however, that in no event shall the information or
any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the
Operating Advisor’s assessment of the applicable Special Servicer’s performance of its duties under this Agreement
during the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially
Serviced Loans that the applicable Special Servicer is responsible for servicing under this Agreement; provided, further,
however, that in the event the applicable Special Servicer is replaced, the Operating Advisor Annual Report shall only relate
to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in
such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced
AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the applicable Special Servicer’s
performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal
Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation,
Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing
Standard and (ii) from the applicable Special Servicer’s obligations under this Agreement with respect to the resolution
or liquidation of Specially Serviced Loans or REO Properties that the applicable Special Servicer is responsible for servicing
under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with
all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post
such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the applicable Special Servicer shall
be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to
the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments
to the Operating Advisor Annual Report that are provided by the applicable Special Servicer. Only as used in this Section 3.26
in connection with the Operating Advisor Annual Report, the term “platform-level basis” refers to the applicable Special
Servicer’s performance of its duties as they relate to the resolution and/or liquidation of Specially Serviced Loans, taking
into account the applicable Special Servicer’s specific duties under this Agreement as well as the extent to which those
duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any
assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Operating Advisor
by the applicable Special Servicer (other than any communications between the Directing Certificateholder and such Special Servicer
that would be


 






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Privileged Information) pursuant to this Agreement. Notwithstanding the foregoing, no Operating Advisor Annual Report
shall be required from the Operating Advisor with respect to any calendar year as to which no Asset Status Report was prepared
by the applicable Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged Information
limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth
any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from its lack of access to Privileged Information.


 


(d)       Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the applicable Special Servicer
will forward any Appraisal Reduction Amount and net present value calculations used in the applicable Special Servicer’s
determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the
Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not
opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)       (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan,
after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after the
calculation but prior to the utilization by the applicable Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.02(iv), the applicable Special Servicer shall forward
such calculations, together with any supporting material or additional information necessary in support thereof (including such
additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations,
but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after
receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction


 






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Amount (as calculated by the applicable Special Servicer) or net present value or the application of
the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and
applicable Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or
the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any
disagreement within five (5) Business Days of delivery of such calculations. The applicable Master Servicer shall cooperate with
such Special Servicer and provide any information reasonably requested by such Special Servicer necessary for the calculation of
the Appraisal Reduction Amount that is in such Master Servicer’s possession or reasonably obtainable by such Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply and shall provide such parties
prompt written notice of its determination.


 


(iii)       Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Excluded DCH Loan) and a related AB Control Appraisal Period.


 


(f)       [RESERVED].


 


(g)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder),
other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating
that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement
that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any Person without the prior written consent of the applicable Special Servicer
and, unless a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other
than a Non-Serviced Whole Loan or any Excluded DCH Loan) other than pursuant to a Privileged Information Exception. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


Notwithstanding anything in this
Agreement to the contrary (i) the Operating Advisor’s assessment of the General Special Servicer’s performance shall
be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as General Special Servicer, the General
Special Servicer shall provide the Operating Advisor reasonable access, at the General Special Servicer’s offices during
normal business hours, to the General Special


 






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Servicer’s policies and procedures. The Operating Advisor will be permitted
to review such policies and procedures but will not be permitted to retain hard copies and will not be provided with any electronic
copies or soft copies. The Operating Advisor shall keep all information contained in the policies and procedures strictly confidential,
except (A) the Operating Advisor may disclose such information if (i) such information becomes generally available and known to
the public other than as a result of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required
by applicable law, as evidenced by an opinion of counsel (which shall be an Operating Advisor Expense) delivered to the Operating
Advisor and the General Special Servicer and (B) the Operating Advisor may disclose any portion of the policies and procedures
when it deems such disclosure necessary to support specific conclusions concerning allegations of material deviations from the
Servicing Standard or otherwise to describe fairly and accurately the General Special Servicer’s performance under this Agreement
(i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor to replace LNR
Partners, LLC as the General Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the
Operating Advisor will be permitted to share such information with its Affiliates and any subcontractors of the Operating Advisor
to the extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement and provided such
Operating Advisor Affiliates and subcontractors agree in writing prior to their receipt of such information to be bound by the
same confidentiality provisions applicable to the Operating Advisor. The Operating Advisor’s assessment may not take into
account the fact that LNR Partners, LLC limited the Operating Advisor’s access to the General Special Servicer’s written
policies and procedures pursuant to the provisions of this Agreement. Nothing set forth herein shall limit or affect the scope
of the Operating Advisor’s platform-level review in connection with its preparation of the Operating Advisor Annual Report,
provided that the Operating Advisor’s access to or reliance upon the General Special Servicer’s written policies and
procedures shall be subject to the terms of this paragraph. During any period when the General Special Servicer is not LNR Partners,
LLC, or an Affiliate of LNR Partners, LLC, the requirements and limitations contained in this paragraph with respect to the General
Special Servicer shall be null and void, and the Operating Advisor shall have adequate and timely access to the policies and procedures
of any successor special servicer as the Operating Advisor determines necessary to fulfill its duties under this Agreement.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 


(i)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan) and each
REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating
Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case
may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in
connection with any partial month interest payment, for the same period respecting which any related interest payment due on the
related Mortgage Loan or deemed to be due on such REO Loan is computed.


 






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The Operating Advisor shall be
entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b),
such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each successor
operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating Advisor
Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate
Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized Losses to
such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When
the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the
Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such
Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The applicable Master Servicer or
applicable Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in
no event shall such Master Servicer or such Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that such Master Servicer or such Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.
Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating
advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) any Serviced AB Whole Loan, prior
to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided, further,
that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole
Loan.


 


(j)       After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of
Principal Balance Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce
the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace
the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed
replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator
of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote
and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which
confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional
expense of the Trust). The Certificate Administrator shall promptly provide written notice to all


 






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Certificateholders of such request
by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently
by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders
of Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable),
the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the applicable Special Servicer, the applicable Master
Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder (only if no Consultation Termination Event has occurred and is continuing),
the Risk Retention Consultation Party, any Companion Loan holder and the Certificateholders.


 


(l)       The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)       Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 






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(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and
obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee
and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)       In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class R Certificates
and the RR Interest, then all of the rights and obligations of the Operating Advisor shall terminate without payment of any termination
fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation)
and other than indemnification rights arising out of events occurring prior to such termination). In connection with any termination
pursuant to this Section 3.26(o), no successor operating advisor shall be appointed. Upon receipt of written notice of such
acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination
pursuant to this Section 3.26(o).


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates or
particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within the
meaning of the Investment Advisers Act of 1940, as amended.


 


(r)       Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to
information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 






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(s)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


 


(t)       The
Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such
agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent or subcontractor
may (i) be affiliated with a Sponsor, the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall
remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without
diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by
virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and
conditions as if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall
be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Operating Advisor by
such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(u)       With
respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing,
or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice
thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only
after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating Advisor
shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of a
Control Termination Event or Consultation Termination Event, as applicable.


 


Section
3.27 Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the applicable Master
Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion


 






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Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant to
Article VII of this Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously
to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28 Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced
Companion Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address
of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is
provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their
respective name and address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced
Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected
payment in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


 


The Companion Paying Agent shall
promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced Companion
Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of doubt, any
notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Noteholder
with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer
under the Other Pooling and Servicing Agreement.


 


Section
3.29 Certain Matters Relating to the Whole Loans. (a) In the event that any of the applicable Non-Serviced
Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance
with the terms of the applicable Non-Serviced PSA, the applicable Master Servicer and the applicable Special Servicer shall acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency that the
applicable Master Servicer is no


 






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longer an “approved” master servicer by any of the Rating Agencies rating the Certificates,
then the Trustee, the Certificate Administrator or such Master Servicer, as applicable, shall promptly notify each Non-Serviced
Master Servicer of the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the applicable
Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with
such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan
and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
applicable Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of
a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related
Intercreditor Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)       With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)       With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the applicable Master Servicer, the applicable Special Servicer, the Trustee and the Custodian shall reasonably cooperate
with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with
such Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably
requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are
in the possession of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be, but in any
event excluding any documents known to such Master Servicer, such Special Servicer, the Trustee or the Custodian to contain information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 






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(h)       With
respect to any Non-Serviced Mortgage Loan, if the applicable Master Servicer or Special Servicer shall receive any communication
from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Major Decision” pursuant
to clause (xii) of the definition of such term or “Master Servicer Decision” pursuant to clause (x) of
the definition of such term, then such Master Servicer or Special Servicer shall forward the communication to the Directing Certificateholder
(and to the applicable Master Servicer, if the applicable Special Servicer is forwarding such communication), and the applicable
Master Servicer shall reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer, as the case may be, in effecting any action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, in any such case subject to and consistent with the related Intercreditor Agreement.


 


(i)       During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not
later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the General Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master
servicer under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced
Pari Passu Companion Loan: (A) to the extent the General Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC®
Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined in the related Other
Pooling and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative
Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer
Loan File pursuant to Section 3.12(c) by the General Special Servicer and the General Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC®
Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance Recovery
Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update File. Additionally,
not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date, the General Master Servicer
shall deliver or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling
and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification
Reports and CREFC® REO Liquidation Reports received from the General Special Servicer. In no event shall any report
described in this subsection be required to reflect information that has not been collected by or delivered to the General Master
Servicer, or any payments or collections not received by the General Master Servicer, as of the close of business on the Business
Day prior to the Business Day on which the report is due. In addition, the General Master Servicer shall deliver or cause to be
delivered in electronic format to the related other master servicer under the related Other Pooling and Servicing Agreement any
and all other reports required to be delivered by the General Master Servicer to the Certificate Administrator hereunder pursuant
to the terms hereof to the extent related to such Serviced Pari Passu Companion Loan.


 


(j)       Promptly
upon any change in the identity of the applicable Master Servicer, the successor Master Servicer shall deliver notice of such change
(together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee,


 






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Non-Serviced Certificate
Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30 [RESERVED].


 


Section
3.31 [RESERVED].


 


Section
3.32 Litigation Control. (a) The applicable Special Servicer shall, with respect to litigation involving Specially
Serviced Loans, and the applicable Master Servicer shall, with respect to litigation involving Non-Specially Serviced Loans, and,
in either case, if the applicable Special Servicer or the applicable Master Servicer, as applicable, contemplates availing itself
of indemnification as provided for under Section 6.04 of this Agreement, such servicer shall, for the benefit of the Certificateholders,
direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations
of a Mortgagor under the related Mortgage Loan documents and (ii) any action brought against the Trust or any party to this Agreement
with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”).
Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the
Servicing Standard. Upon becoming aware of or being named in any claim or litigation that falls within the scope of Litigation
Control and is of a material nature (“Trust-Related Litigation”), the applicable Special Servicer or the applicable
Master Servicer shall promptly notify the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination
Event and other than with respect to any related Excluded DCH Loan) and the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event) of such claim or litigation.


 


(b)       In
connection with any Trust-Related Litigation, the applicable Special Servicer or the applicable
Master Servicer, as applicable, shall submit any decision to commence any proceeding or similar action in a Trust-Related Litigation
or any decision to agree to or propose any terms of settlement in a Trust-Related Litigation to the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event and other than with respect to any related Excluded DCH
Loan) for its approval or consent (or its deemed approval or deemed consent as provided below) and provide notice of any such decision
to the related Serviced Companion Noteholder if such matter affects the a Serviced Companion Loan. Subject to Section 3.23,
if and as applicable, the applicable Special Servicer or the applicable Master Servicer, as applicable, shall not take any action
implementing any such decision described in the preceding sentence unless and until it has notified in writing the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event and other than with respect to any related Excluded DCH
Loan) and the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and other than
with respect to any related Excluded DCH Loan) has not objected in writing within five (5) Business Days of receipt of such notice
and receipt of all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following
its receipt of such notice. If such written objection has not been received by the applicable Special Servicer or applicable Master
Servicer, as applicable, within such 5 Business Day period, then the Directing Certificateholder shall be deemed to have approved
the taking of such action; provided that, if the applicable Special Servicer or applicable Master Servicer, as applicable, determines
(consistent with the Servicing


 






    	-288- 



     


    

 


Standard) that immediate action is necessary to protect the interests of the Certificateholders
and, with respect to a Serviced Whole Loan, the related Serviced Companion Noteholders, the applicable Special Servicer or applicable
Master Servicer, as applicable, may take such action without waiting for the Directing Certificateholder’s response; provided
that the applicable Special Servicer or applicable Master Servicer, as applicable, has confirmation that the Directing Certificateholder
has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or
expand the Operating Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Section
3.23, Section 3.26, Section 6.04 and Section 7.01, and the Operating Advisor shall not be required to
review the actions of the applicable Special Servicer with respect to the applicable Special Servicer’s Litigation Control
unless such review is otherwise related to the performance of the Operating Advisor’s duties, rights and obligations in respect
of a Final Asset Status Report and/or Asset Status Report.


 


(c)       Notwithstanding
anything contained herein to the contrary, with respect to any Trust-Related Litigation otherwise required to be exercised hereunder
by the applicable Master Servicer relating to a Mortgage Loan or Whole Loan (in each case, other than with respect to any Excluded
DCH Loan) that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made,
but subject to Section 3.32(d), after receiving the required notice from the applicable Master Servicer set forth above
that the applicable Master Servicer became aware of or was named in any such claims or litigation, the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event) may direct the applicable Master Servicer and the applicable
Special Servicer in writing that such Litigation Control nevertheless be exercised by the applicable Special Servicer; provided,
however, that the applicable Special Servicer (with the consent of the Directing Certificateholder (prior to the occurrence and
continuance of a Control Termination Event)) has determined and advised the applicable Master Servicer (and the applicable Master
Servicer has reasonably concurred) that its actions with respect to such obligations are indemnifiable under Section 6.04
hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer
of Litigation Control to the applicable Special Servicer) arising from the related legal action or claim underlying such Litigation
Control and not otherwise paid to the applicable Master Servicer pursuant to Section 6.04 of this Agreement shall be payable
by the Trust Fund; provided, further, so as long as the Trust Fund and any applicable Other Trustee are fully indemnified and/or
made whole with respect to the related legal action or claim underlying such Litigation Control from recoveries with respect to
such legal action or claim, the Directing Certificateholder shall be reimbursed up to the amount of compensation paid to the applicable
Special Servicer for assuming and handling such Litigation Control but only to the extent that such recoveries exceed the amount
necessary to fully indemnify and make the Trust Fund whole.


 


(d)       Notwithstanding
the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Operating
Advisor, the Certificate Administrator, the Asset Representations Reviewer, any Master Servicer (if such party does not have Litigation
Control) or any Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment
is rendered against the Trustee, the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer, any
Master Servicer (if such party does not have Litigation Control) or any Special Servicer (if such party does not have


 






    	-289- 



     


    

 


Litigation
Control) in their individual capacity, the Trustee, the Operating Advisor, the Certificate Administrator, the Asset Representations
Reviewer, any Master Servicer (if such party does not have Litigation Control) or any Special Servicer (if such party does not
have Litigation Control), as the case may be, upon prior written notice to the applicable Master Servicer or the applicable Special
Servicer, as applicable (i.e., whichever has Litigation Control), may retain counsel and appear in any such proceeding on its own
behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii)
in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Whole
Loan or Mortgaged Property, neither the applicable Master Servicer nor the applicable Special Servicer, as applicable, shall, without
the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation
or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage
counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms,
permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes,
the Trustee or the Certificate Administrator to be registered to do business in any state (provided that neither the applicable
Master Servicer nor the applicable Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate
Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Operating
Advisor, the Certificate Administrator, the Asset Representations Reviewer, any Master Servicer (if such party does not have Litigation
Control) or any Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action,
suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Whole Loan, the Trustee, the
Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer, any Master Servicer or any Special Servicer
shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent
its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Directing
Certificateholder under this Section 3.32, nothing in this paragraph shall be interpreted
to preclude either the applicable Master Servicer or the applicable Special Servicer, as applicable, from initiating any Litigation
Control-related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.


 


(e)       Notwithstanding
anything herein to the contrary, no advice, direction, objection of, or consent given or withheld
by the Directing Certificateholder or the Risk Retention Consultation Party shall (i) require or cause the applicable Special Servicer
or the applicable Master Servicer to violate any provision of any Mortgage Loan documents, any related Intercreditor Agreement,
any related intercreditor, co-lender or similar agreement, applicable law, this Agreement or the REMIC Provisions, including without
limitation, the applicable Master Servicer’s or the applicable Special Servicer’s obligation to act in accordance with
the Servicing Standard and the related Mortgage Loan documents, and to maintain the REMIC status of any Trust REMIC, (ii) result
in the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC,
(iii) expose any Master Servicer, any Special Servicer, the Certificate Administrator, the Depositor, the Operating Advisor, the
Asset Representations Reviewer, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders,
partners, members, managers,


 






    	-290- 



     


    

 


employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification
to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of any Special
Servicer’s, any Master Servicer’s, the Certificate Administrator’s, the Asset Representations Reviewer’s,
the Trustee’s or the Operating Advisor’s responsibilities under this Agreement; and neither the applicable Special
Servicer nor the applicable Master Servicer shall follow any such advice, direction or objection if given by the Directing Certificateholder,
or initiate any such actions, that would have the effect described in clauses (i)-(iv) of this sentence.


 


Section
3.33 Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that a Master
Servicer, a Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to
the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic
means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed
by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information
that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately posted as
Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered
to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicers, the Special Servicers or the Operating Advisor shall have any obligations to separately label and
deliver any Excluded Information in accordance with this Section 3.33 until such party has received written notice with
respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth
in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the
Certificate Administrator’s Website, such Directing Certificateholder or Controlling Class Certificateholder that is not
a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in
accordance with Section 4.02(f) of this Agreement.


 


[End of Article III]


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01 Distributions.


 






    	-291- 



     


    

 


(a) Distributions of Available
Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier
Regular Interests (other than the LRR Uncertificated Interest), and immediately thereafter, shall make distributions thereof from
the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible,
each priority before making any distribution with respect to any succeeding priority:


 


(i)        first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates and the Class X-D Certificates, pro rata
(based upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
and the Class A-SB Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate
Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date;
(2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in sub-clause (1) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of
the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in sub-clauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses
(1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of
the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount
up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1),
(2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class A-4 Certificates have been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, in
an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses
(1), (2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class
A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-SB Certificates, pro rata
(based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such


 






    	-292- 



     


    

 


Distribution
Date, until the Certificate Balance of each of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class
A-4 Certificates and Class A-SB Certificates is reduced to zero;


 


(iii)      third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
and the Class A-SB Certificates, up to an amount equal to, and pro rata (based upon the aggregate unreimbursed Realized
Losses previously allocated to each such Class) with, the aggregate unreimbursed Realized Losses previously allocated to each such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(iv)       fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)       fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates
and Class A-SB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-SB
Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced
to zero;


 


(vi)      sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(vii)     seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(viii)    eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)       ninth,
to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 






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(x)       tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xi)       eleventh,
after the Certificate Balances of the Class A Certificates and Class B Certificates have been reduced to zero, to the Holders of
the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)      twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xiii)    thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xiv)     fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
D Certificates has been reduced to zero;


 


(xv)      fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xvi)    sixteenth,
to the Holders of the Class X-E and Class E Certificates, pro rata (based upon their respective entitlements to interest
for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect
of such Classes of Certificates for such Distribution Date;


 


(xvii)   seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, up to an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class
A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class E Certificates has been reduced to zero;


 






    	-294- 



     


    

 


(xviii)  eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xix)     nineteenth,
to the Holders of the Class X-F and Class F Certificates, pro rata (based upon their respective entitlements to interest
for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect
of such Classes of Certificates for such Distribution Date;


 


(xx)      twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)     twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xxii)    twenty-second,
to the Holders of the Class X-G and Class G Certificates, pro rata (based upon their respective entitlements to interest
for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect
of such Classes of Certificates for such Distribution Date;


 


(xxiii)   twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction of
the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class G Certificates
has been reduced to zero;


 


(xxiv)   twenty-fourth,
to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class; and


 


(xxv)   twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 






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If, in connection with any Distribution
Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of payments
as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently
received by the applicable Master Servicer and required to be part of the Available Funds for such Distribution Date, such Master
Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicers,
the Special Servicers or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)       Distributions
of Retained Certificate Available Funds. On each Distribution Date, to the extent of the Retained Certificate Available Funds
for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the
Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section
4.01(c) with respect to the LRR Uncertificated Interest, and immediately thereafter, shall make distributions thereof from
the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible,
each priority before making any distribution with respect to any succeeding priority:


 


(i)        first,
to the Holders of the RR Interest, in respect of interest, up to an amount equal to the Retained Certificate Interest Distribution
Amount for such Distribution Date;


 


(ii)       second,
to the Holders of the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the Retained Certificate
Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the RR Interest has been
reduced to zero; and


 


(iii)      third,
to the Holders of the RR Interest, up to an amount equal to the unreimbursed Retained Certificate Realized Losses previously allocated
to such Class, plus interest in an amount equal to the Retained Certificate Realized Loss Interest Distribution Amount for such
Distribution Date;


 


provided, however,
that to the extent any Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account after applying
amounts as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed to the Holders
of the Class R Certificates in respect of the Class UR Interest.


 


(c)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses or Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of principal or reimbursement
of Realized Losses or Retained Certificate Realized Losses, as applicable, actually distributable to the Holders of the respective
Related Certificates as provided in Section 4.01(a), Section 4.01(b), Section 4.01(d), Section 4.01(f)
and Section 4.01(i) such that


 






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at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount or Retained
Certificate Interest Distribution Amount, as applicable, in respect of its Related Certificates plus (A) a pro rata portion
of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4 and Class LASB
Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LAS and Class LB Uncertificated Interests,
the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, (iv) in the
case of the Class LE Uncertificated Interests, the Class X-E Certificates, (v) in the case of the Class LF Uncertificated Interests,
the Class X-F Certificates and (vi) in the case of the Class LG Uncertificated Interests, the Class X-G Certificates, and (B) in
the case of the LRR Uncertificated Interest, the Retained Certificate Interest Distribution Amount in respect of the RR Interest,
in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through
Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(a) or Section 4.01(b), as applicable. Amounts distributable
pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and
shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses and Retained Certificate Realized Losses, as provided in Sections 4.04(b)
and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier
Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set
forth in the Preliminary Statement hereto.


 


Any amount that remains in the
Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and distribution
of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed to the Holders of
the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate Available Funds for such
Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)       After
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses or Retained Certificate Realized
Losses, as applicable (with interest as provided herein) and other amounts provided for in this Section 4.01.


 


(e)       Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of any
Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield


 






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Maintenance Charge or Prepayment Premium is
collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium in the following
manner: (x)(i) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates,
the product of (A) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest
Fraction for such Class of Certificates or Regular Interest, and (C) a fraction, the numerator of which is equal to the amount
of principal distributed to such Class of Certificates or Regular Interest for that Distribution Date, and the denominator of which
is the total amount of principal distributed to all Principal Balance Certificates (other than the RR Interest) for that Distribution
Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) the Non-Retained Percentage of such Yield
Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates for that Distribution Date, and the denominator of
which is the total amount of principal distributed to all Principal Balance Certificates (other than the RR Interest) for that
Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class
A-2, Class A-3, Class A-4 and Class A-SB Certificates as described above, and (iii) to the Class X-B Certificates, any remaining
portion of the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium not distributed as described above,
and (y) to the RR Interest, the Required Credit Risk Retention Percentage of such Yield Maintenance Charge or Prepayment Premium.


 


For purposes of the first paragraph
of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any Principal Prepayment
of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any
Class of Principal Balance Certificates (other than the RR Interest), shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii)
the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage
Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction be
greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is
greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction
will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and
is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal
to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the
Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant
to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master


 






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Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of
the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case
of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent yield.
If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance Charge or
Prepayment Premium shall be distributed to the Holders of the Class X-D, Class X-E, Class E, Class X-F, Class F, Class X-G, Class
G or Class R Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 Class A-SB, Class A-S,
Class B, Class C and Class D Certificates have been reduced to zero, the Non-Retained Percentage of all Yield Maintenance Charges
and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-B Certificates and
the Required Credit Risk Retention Percentage of all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage
Loans shall be distributed to the RR Interest.


 


All distributions of Yield Maintenance
Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution Date pursuant
to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect of each such Class
of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(b) above.


 


(f)       On
each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the Holders of the Regular Certificates (other than the RR Interest) (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Lower Tier Regular Interests) up to an amount
equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available Funds
for such Distribution Date and (ii) withdraw amounts from the Retained Certificate Gain-on-Sale Reserve Account and shall distribute
such amounts to reimburse the Holders of the RR Interest (first deeming such amounts to be distributed with respect to the Related
Lower Tier Regular Interests) up to an amount equal to all Retained Certificate Realized Losses, if any, previously deemed allocated
to them and unreimbursed after application of the Retained Certificate Available Funds for such Distribution Date. Amounts paid
from the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account shall not reduce the Certificate
Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account
and the Retained Certificate Gain-on-Sale Account after such distributions


 






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shall be applied to offset future Realized Losses and
Retained Certificate Realized Losses, as applicable, with respect to the Principal Balance Certificates and related Realized Losses
and Retained Certificate Realized Losses, as applicable, in each case allocable to the Regular Certificates. Upon termination of
the Trust, any amounts remaining in the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account
shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Certificate)
shall be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Each distribution with respect
to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting
the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as
agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the
Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicers, the Special Servicers or
the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.


 


(h)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses or
Retained Certificate Realized Losses, as applicable, previously allocated to such Class of Certificates) will be made on the next
Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination Date, post on the
Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)       the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only


 






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upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)       no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder or Holders
of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have
been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)       Distributions
in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to the Regular
Certificates shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b) or Section
4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal
on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses or
Retained Certificate Realized Losses, as applicable, previously allocated to a Class of Certificates which has since been retired
shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check
mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior
Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such
prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check
mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for
the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated
by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)       [RESERVED].


 


(k)       On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments


 






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from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)         to
pay to the applicable Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by such Master
Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)        to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)       to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from the Companion
Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire transfer
in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required by this Agreement
or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing on the Serviced
Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating thereto is
not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the address of
such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall be located
at a commercial bank in the United States.


 


On the final Remittance Date,
each Master Servicer shall withdraw from its Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance Date.


 


Section
4.02     Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney.
(a) On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the


 






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distributions made on such Distribution Date (each, a “Distribution Date
Statement”) which shall include:


 


(i)         the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)        the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)       the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the applicable
Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset
Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in
each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation
paid to such Master Servicer and such Special Servicer;


 


(iv)       the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)        the
aggregate amount of unscheduled payments received;


 


(vi)       the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)      the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)     the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)       the
Available Funds and Retained Certificate Available Funds for such Distribution Date;


 


(x)         the
(A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Retained Certificate Interest Distribution
Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Distribution Amount, Interest Accrual Amount, Interest Shortfall or Retained


 






    	-303- 



     


    

 


Certificate Interest Distribution Amount, as applicable,
for such Distribution Date allocated to such Class of Certificates;


 


(xi)       the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges and (B) Prepayment Premiums;


 


(xii)      the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)     the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)     the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss or Retained
Certificate Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result of allocations
of Realized Losses or Retained Certificate Realized Losses, as applicable, in respect of the Principal Balance Certificates (other
than the RR Interest) and the RR Interest, respectively, to date;


 


(xv)      the
Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such Distribution
Date;


 


(xvi)     the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and
the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)    the
current Controlling Class;


 


(xviii)   the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)     a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)       a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)      all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 






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(xxii)     in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(c) and Section 4.01(f);


 


(xxiii)    the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)    the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)     with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection with such Liquidation Event, and
(D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection with such Liquidation Event;


 


(xxvi)    with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A)
the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in respect of the related REO
Loan in connection with that determination, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest
in respect of the related REO Loan in connection with that determination;


 


(xxvii)   the
aggregate amount of interest on P&I Advances paid to the applicable Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)  [RESERVED];


 


(xxix)     the
then-current credit support levels for each Class of Certificates;


 


(xxx)      the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 






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(xxxi)     a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)    a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller; and


 


(xxxiii)   an
itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the applicable Master Servicer.


 


In the case of information furnished
pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv) and (xxv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period of
time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the
calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a
Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that
a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such
calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time
to time are in force.


 


Upon receipt of an Asset Review
Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which such Asset
Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s Website
not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)       [RESERVED].


 


(c)       Each
of the Master Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
such Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such Master Servicer or such
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality agreement
in


 






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accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such action does
not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information confidential),
the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports
on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement
except as set forth herein. In connection with providing access to the applicable Master Servicer’s or applicable Special
Servicer’s Internet website, such Master Servicer or such Special Servicer, as applicable, shall take reasonable measures
to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. No Master Servicer or Special Servicer, as the case may be, shall be
liable for dissemination of this information in accordance with this Agreement, and no Master Servicer or Special Servicer shall
be responsible for any information delivered, produced, or made available pursuant to Section 3.13 and Section 4.02(b),
other than information produced by such Master Servicer or such Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The applicable
Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with
respect to information provided, or any assumptions required to be made by such report.


 


Each Special Servicer shall from
time to time (and, in any event, as may be reasonably required by the applicable Master Servicer) provide the applicable Master
Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the applicable Master Servicer to prepare each report and any supplemental information to be provided by the applicable Master
Servicer to the Certificate Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation
to recompute, verify or recalculate the information provided thereto by the applicable Master Servicer. Unless the Certificate
Administrator has actual knowledge that any report or file received from such Master Servicer contains erroneous information, the
Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance
with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and allocating Realized
Losses and/or Retained Certificate Realized Losses, as applicable, to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief
of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The applicable
Master Servicer or the applicable Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)       Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer


 






    	-307- 



     


    

 


and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)       The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)       Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the applicable Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the applicable Special Servicer’s (in the case of a Specially Serviced
Loan) reasonable satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and
if such information is in such Master Servicer’s or such Special Servicer’s possession, as applicable, such Master
Servicer or such Special Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through
the Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the applicable Master Servicer or the applicable
Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to such Master Servicer or such Special Servicer, generally to the effect that such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
such Master Servicer or such Special Servicer may conclusively rely. In addition, the applicable Master Servicer and the applicable
Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such Directing
Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall


 






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include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03     P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the applicable
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans serviced by such
Master Servicer to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for
future distribution to Certificateholders in subsequent months in discharge of any such obligation to make such P&I Advances
or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances
to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I Advances shall be appropriately
reflected in the applicable Master Servicer’s records and replaced by such Master Servicer by deposit in the Collection
Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made). The applicable Master
Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances to be made by such Master
Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to Mortgage Loans serviced
by such Master Servicer for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the
applicable Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date,
the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution
Date, unless such Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the
Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the applicable Master
Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances
by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I
Advance equal to the CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate
Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for
payment to CREFC® on such Distribution Date.


 


If the applicable Master Servicer
or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole Loan, then it shall provide
to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement written notice of the amount
of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


If the applicable Master Servicer
or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced
Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business Days of making
such P&I Advance.


 


(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by each Master Servicer with
respect to any Distribution Date, and each Mortgage Loan for which it acts as Master Servicer, shall be equal to: (i) the Periodic
Payments


 






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(net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage
Loan) and any related REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection
Period and were not received as of the close of business on the Business Day preceding the related P&I Advance Date (or not
advanced by any Sub-Servicer on behalf of the applicable Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent
in respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan
related to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the applicable Master Servicer to make such
P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other
than any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds,
if any, received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect
thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)       Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the applicable Master Servicer, the applicable
Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage
Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with
respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee,
as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan.
If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I Advance with
respect to a Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special Servicer
or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within two (2)
Business Days of the date of such determination. If the applicable Master Servicer receives written notice from the related Other
Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined, in accordance with the applicable Other
Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance under the applicable Other
Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Other Pooling
and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable Master Servicer,
the applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the applicable Master Servicer and the Trustee shall not be required to make any additional P&I Advances with
respect to the related Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the case may be, determines
that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I
Advance, which determination may be as a result of consultation with the


 






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related Other Servicer, as the case may be, or otherwise.
For the avoidance of doubt, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be,
shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance
would be, or is, as applicable, a Nonrecoverable Advance.


 


With respect to each Non-Serviced
Mortgage Loan, the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make its determination (based
on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance
that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if
made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made
by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the
case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the applicable Master
Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such
determination within two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined, or the Non-Serviced Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to
a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance,
then the applicable Master Servicer, the applicable Special Servicer or the Trustee may, based upon such determination, determine
that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan will be
a Nonrecoverable P&I Advance. Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be required
to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until such Master Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance
of doubt, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, shall have the sole
discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or
is, as applicable, a Nonrecoverable Advance.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the applicable
Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless
related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the
Reimbursement Rate in effect from


 






    	-311- 



     


    

 


time to time, accrued on the amount of such P&I Advance from the date made to but not including
the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related
Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The
applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance,
subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)       Notwithstanding
the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for Yield Maintenance Charges,
Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with the related Non-Serviced
PSA and the applicable Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies
thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be
reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal
the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date
without regard to this Section 4.03(e), and (y) a fraction, expressed as a percentage, the numerator of which is equal to
the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction
Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage
Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to
such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a
Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)       In
no event shall either the applicable Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


 


Section
4.04     Allocation of Realized Losses. (a) On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and Retained
Certificate Realized Loss for such Distribution Date. Any allocation of Realized Losses or Retained Certificate Realized Losses
to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized
Losses or Retained Certificate Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses or Retained
Certificate Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement
of previously allocated Realized Losses or Retained Certificate Realized Losses will not constitute distributions of principal
for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect
of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent any


 






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Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans and previously resulted in a reduction of the Aggregate Principal Distribution Amount (and corresponding
reduction of the Principal Distribution Amount and Retained Certificate Principal Distribution Amount) are subsequently recovered
on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal
Balance Certificates that previously were allocated Realized Losses or Retained Certificate Realized Losses, as applicable, in
each case up to the amount of the unreimbursed Realized Losses or Retained Certificate Realized Losses, as applicable, allocated
to such Class of Principal Balance Certificates (and, in the case of Realized Losses, in sequential order according to the priority
of payments for the Principal Balance Certificates (other than the RR Interest) (and in the case of the Principal Balance Certificate
that are Senior Certificates, on a pro rata basis according to the amount of unreimbursed Realized Losses on such Classes)),.
If the Certificate Balance of any Class of Principal Balance Certificates is so increased, the amount of unreimbursed Realized
Losses or Retained Certificate Realized Losses, as applicable, of such Class of Principal Balance Certificates shall be decreased
by such amount.


 


(b)       (i)
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the RR Interest) will be
reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates, as applicable,
with respect to such Distribution Date. Any such write-off shall be allocated first, to the Class G Certificates, second,
to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth,
to the Class C Certificates, sixth, to the Class B Certificates, seventh, to the Class A-S Certificates, and then,
pro rata (based on their respective Certificate Balances), Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates,
in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(ii)       On
each Distribution Date, the Certificate Balance of the RR Interest will be reduced without distribution, as a write-off to the
extent of any Retained Certificate Realized Losses with respect to such Distribution Date.


 


(c)       With
respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class of Principal
Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b), with respect to such Distribution Date shall
reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05     Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining
the Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting
Rights of the related Classes for purposes of removal of the applicable Special Servicer or the Operating Advisor, Allocated Cumulative
Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall
be allocated to each Class of Certificates (other than the RR Interest) in reverse sequential order to notionally reduce the related
Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class
G Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class
D Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates,


 






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seventh, to the Class
A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates
(other than the Class X-A, Class X-B and Class X-D Certificates).


 


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the applicable Special Servicer
shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most
recent Appraisal obtained by the applicable Special Servicer with respect to such Mortgage Loan, and all other information in its
possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the applicable
Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable Master Servicer shall (i) promptly
request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal
with respect to such AB Modified Loan, in addition to all other information reasonably required by the applicable Master Servicer
to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination
Date following receipt by the applicable Master Servicer of the appraisal and any other information set forth in the immediately
preceding clause (i) that the applicable Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral
Deficiency Amount determination. Upon obtaining actual knowledge or receipt of notice by any other party to this Agreement that
a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the applicable Master Servicer thereof.
None of the Master Servicers (with respect to Mortgage Loans other than Non-Serviced Mortgage Loans), the Special Servicers (with
respect to Non-Serviced Mortgage Loans), the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or
verify any Collateral Deficiency Amount.


 


With respect to any Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the Voting Rights of
the related Classes for purposes of removal of a Special Servicer or the Operating Advisor or (ii) the Controlling Class or the
occurrence and continuance of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined
on an “as is” basis.


 


The applicable Special Servicer
(in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the applicable Master Servicer (in the case of a Non-Serviced
Mortgage Loan), shall notify the applicable Master Servicer or the applicable Special Servicer, as the case may be (and the applicable
Master Servicer shall notify the Certificate Administrator) of the amount of any Appraisal Reduction Amount (which notification
from the applicable Master Servicer to the Certificate Administrator shall be made by delivery of the CREFC® Loan
Periodic Update File in accordance with Section 3.12(d)), any Collateral Deficiency Amount and (except in the case of the
applicable Master Servicer) any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified
Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such Appraisal Reduction Amount,
Collateral Deficiency Amount and Cumulative Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction
Template included in the CREFC® Investor


 






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Reporting Package (which shall be delivered by the applicable Master Servicer
simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)) and the Certificate
Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal
Reduction Amount, as applicable, to the Certificate Administrator’s Website. Based on information in its possession, the
Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon
its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicers, the Special
Servicers and the Operating Advisor of such event, including the identity and contact information of the new Controlling Class
Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m) (the cost of obtaining such
information from the Depository being an expense of the Trust).


 


(b)       (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right and, with respect
to a Serviced Whole Loan, the Other Special Servicer or Other Master Servicer shall have the right upon the request of similarly
situated holders of certificates in the related Other Securitization, at their sole expense, to require the applicable Special
Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the applicable Master Servicer to request from the
applicable Non-Serviced Special Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which
an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting
Holders”). With respect to any such Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan), the applicable
Special Servicer shall use commercially reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30)
days from receipt of the Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI appraiser
(provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the
Requesting Holders are requesting the applicable Special Servicer to obtain an additional Appraisal). With respect to any such
Non-Serviced Mortgage Loan, the applicable Master Servicer shall use commercially reasonable efforts to obtain such second appraisal
from the applicable Non-Serviced Special Servicer and to forward such second appraisal to the applicable Special Servicer.


 


(ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Master Servicer (for Collateral Deficiency
Amounts on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the applicable
Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental
Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and
if so warranted, the applicable Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, based on such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan)
any information received from the applicable Master Servicer. If required by such recalculation, the Appraised-Out Class shall
be reinstated as the Controlling Class and


 






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each other Appraised-Out Class shall, if applicable, have its related Certificate Balance
notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above
shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if
any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the applicable Special Servicer
or the applicable Master Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but
excluding the date on which either (A) such Special Servicer, such Master Servicer or Non-Serviced Special Servicer determines
that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) such Special Servicer,
such Master Servicer or Non-Serviced Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling
Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible Certificates, if
any.


 


(c)       With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the applicable
Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction
Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the applicable
Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by such Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable
Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the applicable Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and
((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect to any Excluded
DCH Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance
with Section 4.05(b) above) and receipt of information reasonably requested by the applicable Special Servicer from the
applicable Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in such Master Servicer’s
possession or reasonably obtainable by such Master Servicer, such Special Servicer shall determine or redetermine, as applicable,
and report to such Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence
and continuance of any Consultation Termination Event and (ii) other than with respect to any Excluded DCH Loan) the Directing
Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount
with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in
the CREFC® Appraisal Reduction Template format; provided, however, that the applicable Special Servicer
shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the applicable Master
Servicer to provide sufficient information to such


 






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Special Servicer to comply with such duties or failure by such Master Servicer
to otherwise comply with its obligations hereunder. Following a Master Servicer’s receipt from the applicable Special Servicer
of the calculation of the Appraisal Reduction Amounts, such Master Servicer shall provide such information to the Certificate Administrator
in the form of the CREFC® Loan Periodic Update File and, to the extent received by such Master Servicer, in the
form of the CREFC® Appraisal Reduction Template, and the Certificate Administrator will calculate the Allocated
Cumulative Appraisal Reduction Amount. Such report shall also be forwarded by such Master Servicer (or such Special Servicer if
the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in
an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has
been sold, or to the holder of any related Serviced Companion Loan by such Master Servicer (or such Special Servicer if the related
Mortgage Loan is a Specially Serviced Loan). If the applicable Special Servicer is required to redetermine the Appraisal Reduction
Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace
the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other than with respect
to any Excluded DCH Loan, the applicable Special Servicer shall consult with the Directing Certificateholder with respect to any
Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding
the foregoing but subject to Section 4.05(b), the applicable Special Servicer will not be required to obtain an Appraisal
or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan
as to which an Appraisal Reduction Event has occurred to the extent the applicable Special Servicer has obtained an Appraisal or
conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged
Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the applicable
Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount or Collateral
Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the
applicable Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting
the validity of such Appraisal or valuation.


 


The applicable Master Servicer
shall deliver by electronic mail to the applicable Special Servicer any information in its possession that is reasonably required
to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information,
within four (4) Business Days following the applicable Special Servicer’s reasonable request therefor; provided that
such Special Servicer’s failure to timely make such request shall not relieve such Master Servicer of its obligation to use
reasonable efforts to provide such information to such Special Servicer within four (4) Business Days following such Special Servicer’s
reasonable request.


 


(d)       Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced


 






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Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under
and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)       Each
Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata between
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount that would impact
any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan
and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section
4.06     [RESERVED].


 


Section
4.07     Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool.
(a) The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating
to the Distribution Date Statement, (B) the applicable Master Servicer or the applicable Special Servicer, as the case may be,
relating to the reports being made available pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage Loans
(excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating
Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the applicable Special Servicer referenced
in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.
Upon receipt of an Inquiry for the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator or the
Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced
Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry
to the appropriate person (in the case of the General Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the applicable
Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless
such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of such Master Servicer,
such Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic
mail. In the case of an Inquiry relating to a Non-Serviced Mortgage


 






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Loan, the Certificate Administrator shall make reasonable
efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable;
provided that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure
to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor determines,
in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any
Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the applicable Master Servicer, the applicable
Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require
the disclosure of Privileged Information (subject to the Privileged Information Exception, (vi) that answering the Inquiry would
or is reasonably expected to result in a waiver of an attorney-client privilege or disclosure of attorney work product or (vii)
answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the
case of the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor, shall promptly notify the Certificate
Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications with the
Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as
part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the
event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that
a Master Servicer, a Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if
it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling
and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, a Master
Servicer, a Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no
inference should or may be drawn from the fact that a Master Servicer, a Special Servicer, the Certificate Administrator or the
Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator, the
Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole


 






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discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)       The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the applicable Master Servicer or the applicable Special Servicer, as the case may be, relating
to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating
Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may
use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the applicable Master
Servicer for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the applicable Master
Servicer or the applicable Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate
person (in the case of the General Master Servicer to the following: RAInvRequests@wellsfargo.com; and, in the case of the NCB
Master Servicer to the following: [WFCM2017RC1@ncb.com][[NCB TO CONFIRM]]), in each case within a commercially reasonable period
of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry
as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially
reasonable period of time


 






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following receipt of such response) such Rating Agency Inquiry with the related response thereto (or
such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information
Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information
Provider’s Website. If the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer determines,
in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing
Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected
to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, such Master Servicer or such Special Servicer, as applicable, and (B) the Certificate Administrator,
such Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good
faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses
is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable,
under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and
Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document
Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of
the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating
Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of
any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website
any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative
or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other
communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08     Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor
shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing
Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been
uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly
upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall
be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction
of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of


 






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doubt, the Certificate
Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than the contents
of the Diligence Files initially delivered to it by the Depositor.


 


(b)       The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the applicable Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the applicable Special Servicer may direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust
pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room.
Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section
5.01     The Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto
as Exhibits A-1 through and including A-3, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted


 






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by this Agreement or as may, in the reasonable judgment of the Certificate Registrar,
be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may,
consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The
Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000
and in integral multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A Certificates and Class
X-B Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000,
and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class X-E, Class
X-F, Class X-G and Class R Certificates and the RR Interest) will be issuable in minimum Denominations of authorized initial Certificate
Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. The RR Interest will be issuable in minimum
Denominations of authorized initial Certificate Balance of not less than $1.00. and in integral multiples of $0.01 in excess thereof.
If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class of Certificates (other than the RR
Interest) does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a
minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess
of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02     Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification
under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.
If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of Argentic
Securities Income USA LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state
securities laws, then the following subsections (a)-(d) shall apply.


 


(a)       Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates


 






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represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section
5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided;


 


On the Closing Date, the Certificate
Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the
Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of
effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby initially appointed
the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates
in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is removed as Certificate
Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent
is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


 


(b)       Certificates
of each Class of Non-Registered Certificates (other than any RR Interest during the RR Interest Transfer Restriction Period or
any B-Piece Certificate during the B-Piece Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance
on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar
or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or
decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)       Except
as set forth in the following paragraph, certificates of each Class of Non-Registered Certificates that are initially offered and
sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book
Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form


 






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set forth
as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who
shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance
of doubt, the Class R Certificates shall only be in the form of Definitive Certificates, and the RR Interest shall be issued in
the form of Definitive Certificates at all times during the RR Interest Transfer Restriction Period. Additionally, the B-Piece
Certificates shall be issued in the form of Definitive Certificates at all times during the B-Piece Transfer Restriction Period.


 


(d)       Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


(e)       During
the RR Interest Transfer Restriction Period, any RR Interest shall only be held as a Definitive Certificate in the Retained Interest
Safekeeping Account by the Certificate Administrator (and the Retaining Party’s interest shall be tracked in the form of
an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping Account), for
the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold the RR Interest in safekeeping and
shall release the same only upon receipt of written instructions from the Certificateholder and the Retaining Sponsor, and in accordance
with any authentication procedures as may be utilized by the Certificate


 






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Administrator and in accordance with this Agreement. There
shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained Interest
Safekeeping Account” and in which the RR Interest shall be held and which shall be governed by and subject to this Agreement.
In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained
Interest Safekeeping Account for each Retained Party. The RR Interest to be delivered in physical form to the Certificate Administrator
shall be delivered as set forth herein. No amounts distributable to the RR Interest shall be remitted to the Retained Interest
Safekeeping Account, but shall be remitted directly to each Retained Party in accordance with written instructions provided separately
by each Retained Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping the RR Interest shall
the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of the Retained
Parties. During the RR Transfer Restriction Period and for such longer time as the Retaining Party may request, the Certificate
Administrator shall hold the Definitive Certificate representing the RR Interest at the below location, or any other location;
provided the Certificate Administrator has given notice to the Retaining Party of such new location:


 


Wells Fargo Bank NA





Attn: Security Control and Transfer
(SCAT) – MAC N9345-010 


425 E Hennepin Avenue





Minneapolis, MN 55414


 


The Certificate Administrator
shall make available to the Retaining Party its account information as mutually agreed upon by the Certificate Administrator and
the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of an RR
Interest shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the
Depositor in a separate agreement to effect the initial settlement and sale of the RR Interest on the Closing Date.


 


(f)       During
the B-Piece Transfer Restriction Period, any B-Piece Certificate shall only be held as a Definitive Certificate in the B-Piece
Safekeeping Account by the Certificate Administrator (and the related Holder’s interest shall be tracked in the form of an
entry in the Certificate Administrator’s trust accounting system under the B-Piece Safekeeping Account), for the benefit
of the Holder of the related Certificate. Each Initial Purchaser responsible for the sale of a B-Piece Certificate shall deliver
such B-Piece Certificate to the Certificate Administrator via overnight delivery by any nationally recognized courier sent on the
Closing Date, and upon receipt of such B-Piece Certificate, the Certificate Administrator shall provide the Holder of such B-Piece
Certificate with a receipt in the form of Exhibit TT evidencing its custody thereof within one (1) Business Day of receipt thereof.
The Certificate Administrator shall hold the B-Piece Certificates in safekeeping and shall release the same only upon receipt of
written instructions from the Certificateholder and the Depositor, and in accordance with any authentication procedures as may
be utilized by the Certificate Administrator and in accordance with this Agreement. If the B-Piece Certificates have not been released
in accordance with the preceding sentence during the B-Piece Transfer Restriction Period, then upon termination of the B-Piece
Transfer Restriction Period, the Certificate Administrator shall use commercially reasonable efforts to obtain written confirmation
of the appropriate delivery address(es) for such B-Piece Certificates from the Holder(s) thereof. The


 






    	-326- 



     


    

 


Certificate Administrator
shall deliver any such B-Piece Certificates in its possession to such Holder(s) at such confirmed addresses (or, for any unconfirmed
address, then to the address for the affected Holder last known to the Certificate Administrator (including any such address as
may be reflected in the Certificate Register)) via overnight delivery, by any nationally recognized courier. After its release
of the B-Piece Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no liability
with respect to the safekeeping of the B-Piece Certificate. There shall be, and hereby is, established by the Certificate Administrator
an account which will be designated the “B-Piece Safekeeping Account” and in which the B-Piece Certificates shall be
held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator
may establish any number of subaccounts to the B-Piece Safekeeping Account for each Holder of a B-Piece Certificate. The B-Piece
Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts
distributable to the B-Piece Certificates shall be remitted to the B-Piece Safekeeping Account, but shall be remitted directly
to each Holder of a B-Piece Certificate in accordance with written instructions provided separately by each such Holder to the
Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the B-Piece Certificates shall the
Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of the Holders
of the B-Piece Certificates. During the B-Piece Transfer Restriction Period and until delivery of the B-Piece Certificates to the
related Holder(s), the Certificate Administrator shall hold the Definitive Certificate representing the B-Piece Certificates at
the below location, or any other location; provided the Certificate Administrator has given notice to the Holders of the
B-Piece Certificates of such new location:


 


Wells Fargo Bank NA


Attn: Security Control and Transfer
(SCAT) – MAC N9345-010





425 E Hennepin Avenue





Minneapolis, MN 55414


 


The Certificate Administrator
shall make available to the Holders of the B-Piece Certificates its account information as mutually agreed upon by the Certificate
Administrator and the Holders of the B-Piece Certificates, and in accordance with the Certificate Administrator’s policies
and procedures. Any transfer of a B-Piece Certificate shall be subject to Section 5.03(g) and Section 5.03(i).


 


Section
5.03     Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep
or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate
and accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest and the B-Piece Certificates
as Definitive Certificates on behalf of each Holder of such Classes and (iii) transmitting to the Depositor, the Master


 






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Servicers
and the Special Servicers any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates)
referred to in this Section 5.03.


 


(b)       Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)       Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)       Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the


 






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form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with
the Depository’s procedures containing information regarding the participant account of the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial interest stating
(A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry
Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its
interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration
of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such
other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to
be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such
exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)       Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions from
Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause
to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a


 






    	-329- 



     


    

 


transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)       Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 






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(g)       Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Class R Certificate,
(b) an RR Interest during the RR Interest Transfer Restriction Period or (c) a B-Piece Certificate during the B-Piece Transfer
Restriction Period) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry
Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take
delivery thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate
for an equivalent beneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed
as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to
be credited, a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of
the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with
the Depository to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that
the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto
(in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit
O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate
Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance
of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit,
or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)       Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), and subject to the issuance and transfer of the RR Interest during the RR Interest Transfer Restriction Period in
accordance with Section 5.03(i) or the issuance and transfer of a B-Piece Certificate during the B-Piece Transfer Restriction
Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of an interest
in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or
to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)       Transfers
of RR Interest or B-Piece Certificate. Other than in connection with the initial issuance of the RR Interest, if a Transfer
of any RR Interest is to be made at any time, then the Certificate Registrar shall refuse to register such transfer unless it receives
(and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee
substantially in the form attached hereto as Exhibit D-3, which such certification must be countersigned by the Retaining
Sponsor and (ii) a certification from the


 






    	-331- 



     


    

 


Certificateholder desiring to effect such transfer substantially in the form attached
hereto as Exhibit D-4, which such certification must be countersigned by the Retaining Sponsor. Upon receipt of the foregoing
certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect such RR
Interest in the name of the prospective Transferee. For the avoidance of doubt, in no event shall an RR Interest be held as a Book-Entry
Certificate during the RR Interest Transfer Restriction Period.


 


Other than in connection with
the initial issuance of the B-Piece Certificates, if a Transfer of any B-Piece Certificate is to be made at any time, then the
Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon)
(i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit
D-5, which such certification must be countersigned by the Depositor and (ii) a certification from the Certificateholder desiring
to effect such transfer substantially in the form attached hereto as Exhibit D-6, which such certification must be countersigned
by the Depositor. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e)
and Section 5.03(a), reflect such B-Piece in the name of the prospective Transferee. For the avoidance of doubt, in no event
shall a B-Piece Certificate be held as a Book-Entry Certificate during the B-Piece Transfer Restriction Period.


 


(j)       Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under
the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(k)       Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(l)       If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(m)       All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)       With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
the Initial Purchasers or, with respect to the


 






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RR Interest, the Retaining Party) of any such Certificate shall be made unless the
Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed purchaser or transferee
of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser
or transferee is not and will not be (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or
a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined
in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any other plan subject to any
federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan
(including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application
of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using
the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not result in a non-exempt violation of Similar
Law) or (ii) if such Certificate is presented for registration in the name of a purchaser or transferee that is any of the foregoing,
an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the
effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a
non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation
of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers,
the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to
those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other
disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation
letter described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of
the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, either Master Servicer,
either Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor,
the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent
that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge
or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA,
Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n) shall be
deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)       No
Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or
any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee of a Class R Certificate
shall deliver to the transferor


 






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and the Certificate Administrator a representation letter, substantially in the form of Exhibit
F-2, stating that the prospective transferee is not and will not become a Plan or a person acting on behalf of or using the
assets of a Plan. Each Holder of a Class R Certificate shall be deemed to represent that it is not and will not become a Person
specified in the second preceding sentence. Any attempted or purported transfer in violation of these transfer restrictions shall
be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of
any obligations with respect to the applicable Certificates.


 


Each Person who has or acquires
any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed
to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject
to the following provisions:


 


(i)       Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)       No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3)
the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the
proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S.
Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a
Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted


 






    	-334- 



     


    

 


Transferee, and
(6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o) and (y)
other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in its Transferee Affidavit are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(p)       The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)       Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(r)       Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 






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(i)       Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03, or (C) (except with respect to the Class R Certificates) is an institution that is not a United
States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)       Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except
(A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements
of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person
in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R Certificates)
to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in accordance with any applicable
federal securities laws and any applicable securities laws of any state of the United States or any other jurisdiction.


 


(iii)       Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03.


 


(iv)       Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


Section
5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered
to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it
to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired
by a bona fide purchaser, the Certificate Registrar shall execute,


 






    	-336- 



     


    

 


authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection
with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of
a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership
in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicers, the Special Servicers, the Certificate Administrator,
the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all
other purposes whatsoever, and none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee,
the Certificate Registrar or any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute
such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section
5.06     Access to List of Certificateholders’ Names and Addresses; Special Notices.
(a) The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to
it of the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification
(i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that
such Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or
under the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate
Registrar shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator
of any Certificateholder or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator
shall promptly notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which information was derived. The Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to
time upon request therefor.


 


(b)       (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners


 






    	-337- 



     


    

 


exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially
the following form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator
received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate
Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”). The requesting
Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate Owners with
regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other Certificateholders
and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number], [email address]
and/or [mailing address].”


 


(ii)       In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable to
the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and
may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any
request to communicate will be paid by the Trust.


 


Section
5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained
an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served.
The Certificate Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070,
Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the
Certificateholders and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section
5.08     Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or
is terminated, the Trustee


 






    	-338- 



     


    

 


shall appoint a successor certificate administrator which may be the Trustee
or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility
requirements set forth in Section 8.06.


 


(b)       The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)       The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)       The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)       The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)       The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicers, the Special Servicers
or the Depositor.


 


Section
5.09     [RESERVED].


 


Section
5.10     Voting Procedures. With respect to any matters submitted to Certificateholders
for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:


 


(a)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 






    	-339- 



     


    

 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)       Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)       If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article
VI


 


 







    	-340- 



     


    

 





THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, THE 

OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE 

DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION 

CONSULTATION PARTY


 


Section
6.01      Representations,
Warranties and Covenants of the Master Servicers, Special Servicers, the Operating Advisor and the Asset Representations Reviewer.
(a) Each Master Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Special
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)          The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any


 






    	-341- 



     


    

 


order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)          No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)         The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)           Each
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The
Special Servicer is (A) in the case of the General Special Servicer, a limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Florida and (B) in the case of the NCB Special Servicer, a national banking
association duly organized, validly existing and in good standing under the laws of the United States and in each case, the Special
Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform
its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special


 






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Servicer
or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect
the ability of the Special Servicer to perform its obligations under this Agreement;


 


(iii)          The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


(vi)          No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)         The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 






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(c)           The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer, each Special Servicer,
as of the Closing Date, that:


 


(i)            The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Delaware and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)          The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)           The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)          The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 






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(vii)         No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement; and


 


(viii)        No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder.


 


(d)           The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, each Master Servicer, each Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


 


(iii)          The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in


 






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accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)          No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)         The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)           The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and,
prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 






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Section
6.02     Liability
of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer.
The Depositor, each Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations Reviewer shall
be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by
the Depositor, such Master Servicer, the Operating Advisor, such Special Servicer and the Asset Representations Reviewer herein.


 


Section
6.03     Merger,
Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset
Representations Reviewer. (a) Subject to subsection (b) below, each of the Depositor, the Master Servicers and the
Special Servicers will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)          Each
of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to
all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, a Master
Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, such Master Servicer, such Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of a Master Servicer or a Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, a Master Servicer, a Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if a Master Servicer, a Special Servicer or the Operating Advisor
enters into a merger and such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, is the surviving
entity under applicable law, such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, shall not, as
a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates
or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will
not result in the downgrade,


 






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withdrawal
or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect
to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements
of the Exchange Act, if such Master Servicer, such Special Servicer or the Operating Advisor notifies the Depositor in writing
(a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor
or the depositor in such Other Securitization, as the case may be, notifies such Master Servicer, such Special Servicer or the
Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may
be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under any other commercial
mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be an additional condition
to such succession that the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented
(which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master
Servicer, Special Servicer or Operating Advisor may remain a Master Servicer, a Special Servicer or the Operating Advisor, as
applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or
(y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent
(i) such Master Servicer, such Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation
or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the
Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty
(60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,
as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify such
Master Servicer or such Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate,
the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Section 7.01.


 


(i)            The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)           Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has


 






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received
a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04     Limitation
on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer
and Others. (a) None of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers,
shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders
or the Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Operating Advisor,
the Asset Representations Reviewer or any such Person against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s
duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicers
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Operating Advisor, the Asset
Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor,
a Master Servicer (including in its capacity as Companion Paying Agent, if applicable), a Special Servicer, the Operating Advisor
or the Asset Representations Reviewer, and any of the partners, directors, officers, shareholders, members, managers, employees
or agents of any of the foregoing may rely on any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder. The Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor and any partner,
director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless
by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative
action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates,
other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred
in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such
obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law.
In addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate
Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for
special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless
of the form of action. Each of the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicers, the Asset Representations Reviewer and the Operating Advisor conclusively


 






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may
rely on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement
and reasonably believed or in good faith believed by the applicable Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine
and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)           None
of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers,
the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicers, the Special Servicers, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan
in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled
to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection
Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)           Each
of the Master Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer(s) (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicers or in the
case of the other Master Servicer), the Special Servicer(s) (in the case of the Master Servicers or in the case of the other Special
Servicer) and the Trust and


 






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any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of such Master Servicer or such Special Servicer, as the case may be, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by such Master Servicer or such Special Servicer, as the case may be,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by such Master
Servicer or such Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall immediately notify the applicable Master Servicer or the applicable
Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the applicable Master Servicer or the applicable Special Servicer, as the case
may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless such Master Servicer’s or such Special Servicer’s,
as the case may be, defense of such claim is materially prejudiced thereby.


 


Each
of the Master Servicers and the Special Servicers shall indemnify and hold harmless the Depositor from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by such
Master Servicer or such Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information
Provider as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section
3.12, Section 3.17(c) and Section 3.18(g) or (ii) a breach by such Master Servicer or such Special Servicer,
as applicable, of any obligation it has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).


 


(d)           Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the
Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein;


 






    	-351- 



     


    

 


provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the applicable Master Servicer, the
applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator
shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, such Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)           The
Depositor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or
warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with
respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory
to such Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or such Special Servicer, as the
case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall
not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s
defense of such claim is materially prejudiced thereby.


 


(f)            The
Operating Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Operating


 






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Advisor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The applicable Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to such Master Servicer (including in its capacity as Companion Paying Agent), such Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)           Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)           The
Asset Representations Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by
a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon
the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to such Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Asset Representations Reviewer shall not affect any rights any of the


 






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foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense
of such claim is materially prejudiced thereby.


 


(i)            The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata
share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of a Non-Serviced Whole Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of either Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer.


 


(j)            For
purposes of this Section 6.04 and Section 11.12, a Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if such Master Servicer or such
Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because such Master Servicer or such
Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or
potentially would cause an Adverse REMIC Event (for which determination such Master Servicer and such Special Servicer will be
entitled to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05     Depositor, Master Servicers and
Special Servicers Not to Resign. Subject to the provisions of Section 6.03, none of the Master Servicers or the Special
Servicers shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) determination
that such party’s duties hereunder are no longer permissible under applicable law or (b) in the case of a Master Servicer
or a Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor (which may be appointed
by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee
of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination
permitting the resignation of such Master Servicer or such Special Servicer pursuant to clause (a) above shall be evidenced
by


 






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an
Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence
of a Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation of such Master
Servicer or such Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant
to the prior sentence so states, no such resignation by such Master Servicer or such Special Servicer under clause (a) above shall
become effective until the Trustee or a successor master servicer or special servicer, as applicable, shall have assumed such
Master Servicer’s or such Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section
7.02 and no such resignation by such Master Servicer or such Special Servicer shall become effective until the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been
completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation
of such Master Servicer or such Special Servicer, pursuant to this Section 6.05, such Master Servicer or such Special Servicer,
as applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect
to this Section 6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control
Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably
withheld. The resigning party shall pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs
and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this
Section 6.05. Except as provided in Section 7.01(c), in no event shall such Master Servicer or such Special Servicer
have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable,
is terminated or removed pursuant to Section 7.01.


 


Section
6.06     Rights of the Depositor in Respect
of the Master Servicers and the Special Servicers. The Depositor may, but is not obligated to, enforce the obligations of
either Master Servicer and either Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of either Master Servicer and either Special Servicer hereunder or exercise the rights of either
Master Servicer or either Special Servicer, as applicable, hereunder; provided, however, that the Master Servicers
and the Special Servicers shall not be relieved of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act
by either Master Servicer or either Special Servicer and is not obligated to supervise the performance of the Trustee, the Master
Servicers, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section
6.07     The Master Servicers and the Special
Servicers as Certificate Owner. Either Master Servicer, either Special Servicer or any Affiliate thereof may become the Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise
set forth in the definition of “Certificateholder”) the same rights it would have if it were not a Master Servicer,
a Special Servicer or an Affiliate thereof.


 


Section
6.08     The Directing Certificateholder
and the Risk Retention Consultation Party. (a)(A) Other than with respect to any Serviced AB Whole Loan that is not subject
to an AB Control Appraisal Period, for so long as no Control Termination Event has


 






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occurred
and is continuing, the Directing Certificateholder shall be entitled to advise (1) the applicable Special Servicer with respect
to all Major Decisions for Specially Serviced Loans (other than any Excluded DCH Loan), (2) the applicable Special Servicer with
respect to all Non-Specially Serviced Loans (other than any Excluded DCH Loan), as to all Major Decisions and (3) the applicable
Master Servicer to the extent the Directing Certificateholder’s consent is required by clauses (i), (iii),
(iv), (v), (vi), (viii), (x), (xi) and (xiii) of the definition of Master Servicer
Decision, and (B) the Risk Retention Consultation Party shall (other than with respect to an Excluded RRCP Loan) be entitled to
consult on a strictly non-binding basis with the applicable Special Servicer (1) prior to the occurrence and continuance of a
Consultation Termination Event, with respect to any Major Decision in respect of a Specially Serviced Loan and, (2) after the
occurrence and during the continuance of a Consultation Termination Event, with respect to any Major Decision in respect of any
Mortgage Loan. For the avoidance of doubt, any consultation with the Risk Retention Consultation Party under this Agreement shall
occur only upon request of the Risk Retention Consultation Party with respect to any individual triggering event, and any such
consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures and
timing of such consultation set forth in this Section 6.08.


 


Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this
Section 6.08(a) and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing,
the applicable Special Servicer shall only be permitted to take any of the following actions (each, a “Major Decision”)
as to which the Directing Certificateholder has consented in writing within ten (10) Business Days after the Directing Certificateholder’s
receipt of the applicable Special Servicer’s written recommendation and analysis and all information reasonably requested
by the Directing Certificateholder, and reasonably available to the applicable Special Servicer in order to grant or withhold
such consent (provided that if such written consent has not been received by the applicable Special Servicer within such
ten (10) Business Day period, then the Directing Certificateholder will be deemed to have approved such action):


 


(i)            any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into
and continues in default;


 


(ii)           any
modification, consent to a modification or waiver of any monetary term (other than late fees and (if not more than once in any
12 month period for such Mortgage Loan) Default Interest) or material non-monetary term (including, without limitation, the timing
of payments and acceptance of discounted payoffs) of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan other than in connection with a maturity
default if a refinancing or sale is expected within 120 days as provided in clause (ix) of the definition of Master Servicer Decision;


 


(iii)          following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the


 






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Mortgage
Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan documents;


 


(iv)          any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust), in each case, for less than the applicable Purchase Price;


 


(v)           any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material
located at an REO Property;


 


(vi)          any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant to the specific
terms of the related Mortgage Loan documents;


 


(vii)         any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than (A) any such transfer or incurrence
of debt as described under clause (xiv) of the definition of “Master Servicer Decision” or, solely with regard to
Specially Serviced Loans, as may be effected (I) without the consent of the lender under the related loan agreements, (II) pursuant
to the specific terms of such Mortgage Loan and (III) for which there is no lender discretion, or (B)(I) any waiver of a “due-on-encumbrance”
clause pertaining to an NCB Co-op Mortgage Loan with respect to subordinate financing as to which the NCB Subordinate Debt Conditions
have been satisfied and (II) the incurrence of additional indebtedness by a Mortgagor of an NCB Co-op Mortgage Loan;


 


(viii)        other
than in the case of an NCB Co-op Mortgage Loan, any property management company changes with respect to a Mortgage Loan, including,
without limitation, approval of the termination of a manager and appointment of a new property manager, in each case, if the replacement
property manager is a Borrower Party, or, other than in the case of a Non-Specially Serviced Loan, such Mortgage Loan has an outstanding
principal balance equal to or greater than $5,000,000;


 


(ix)           any
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the
related Mortgage Loan documents;


 


(x)            other
than in the case of any Non-Specially Serviced Loan or NCB Co-op Mortgage Loan, releases of any material amounts from any escrow
accounts, Reserve Funds or Letters of Credit, in each case, held as performance escrows or reserves, other than those required
pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(xi)           any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or


 






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guarantor
from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan other than pursuant to the
specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xii)          other
than in the case of any Non-Specially Serviced Loan, any modification, amendment, consent to a modification or waiver of any material
term of any Intercreditor Agreement, co-lender or similar agreement with any mezzanine lender, subordinate debt holder or Pari
Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any action to enforce rights (or decision not to enforce
rights) with respect thereto; provided, however, that any such modification or amendment that would adversely impact
the applicable Master Servicer shall additionally require the consent of such Master Servicer as a condition to its effectiveness;


 


(xiii)         any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, other
than requests to incur subordinate debt on any NCB Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been
satisfied;


 


(xiv)        agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of
defeasance if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 


(xv)         determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease;


 


(xvi)        other
than in the case of any Non-Specially Serviced Loan, and other than with respect to a Ground Lease, any modification, waiver or
amendment of any lease, the execution of a new lease or the granting of a subordination, non-disturbance and attornment agreement
in connection with any lease at a Mortgaged Property or REO Property if the lease affect an area greater than the lesser of (a)
30% of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements at the
Mortgaged Property; and


 


(xvii)       other
than in the case of any Non-Specially Serviced Loan or NCB Co-op Mortgage Loan, approval of any waiver regarding the receipt of
financial statements (other than immaterial timing waivers including late financial statements which in no event relieve any Mortgagor
of the obligation to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of
financial statements;


 


provided,
however, that, in the event that the applicable Special Servicer or the applicable Master Servicer, as the case may be,
determines that immediate action, with respect to the foregoing


 






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matters,
or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder, the Risk Retention
Consultation Party or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or, with respect
to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as
a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans)), the applicable Special
Servicer or the applicable Master Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s
response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating
Advisor, as the case may be); provided that the applicable Special Servicer or the applicable Master Servicer, as the case
may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable) and the Risk Retention Consultation
Party (if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis
therefor. None of the Master Servicers or the Special Servicers is required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder after the occurrence
and during the continuance of a Control Termination Event; provided, however, that, after the occurrence and during
the continuance of a Control Termination Event, the applicable Special Servicer shall consult with the Directing Certificateholder
(only prior to the occurrence and continuance of a Consultation Termination Event) in connection with any Major Decision not relating
to an Excluded DCH Loan (and any other actions which otherwise require consultation with the Directing Certificateholder prior
to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended
by the Directing Certificateholder in respect thereof. Additionally, upon request, the applicable Special Servicer shall consult
with the Risk Retention Consultation Party ((i) prior to the occurrence and continuance of a Consultation Termination Event, only
with respect to a Specially Serviced Loan and (ii) after the occurrence and during the continuance of a Consultation Termination
Event, with respect to any Mortgage Loan) in connection with any Major Decision not relating to an Excluded RRCP Loan and consider
alternative actions recommended by the Risk Retention Consultation Party, in respect thereof. In the event the applicable Special
Servicer receives no response from the Directing Certificateholder or the Risk Retention Consultation Party within 10 Business
Days following its written request for input on any required consultation, the applicable Special Servicer shall not be obligated
to consult with the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, on the specific matter;
provided, however, that the failure of the Directing Certificateholder or the Risk Retention Consultation
Party to respond shall not relieve the applicable Special Servicer from consulting with the Directing Certificateholder or the
Risk Retention Consultation Party, as applicable, on any future matters with respect to the applicable Mortgage Loan (other than
a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such party) or Serviced Whole Loan. In addition, after a Control
Termination Event, the applicable Special Servicer will also be required to consult with the Operating Advisor in connection with
any proposed Major Decision (and any other actions which otherwise require consultation with the Operating Advisor after the occurrence
and during the continuance of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the applicable
Special Servicer receives no response from the Operating Advisor


 






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within
10 Business Days following the later of (i) its written request for input on any required consultation and (ii) delivery of all
such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation,
the applicable Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided,
however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve the applicable
Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable
Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded DCH Loan
(regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject
to the terms and conditions of this Section 6.08(a), the applicable Special Servicer shall process all requests for any
matter that constitutes a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage
Loan).


 


Upon
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the applicable Master Servicer shall promptly
forward such request to the applicable Special Servicer and such Special Servicer shall process such request (including, without
limitation, interfacing with the Mortgagor) and except as provided in the next sentence, such Master Servicer shall have no further
obligation with respect to such request or the Major Decision. With respect to such request, the applicable Master Servicer shall
continue to cooperate with the applicable Special Servicer by delivering any additional information in such Master Servicer’s
possession to such Special Servicer requested by such Special Servicer relating to such Major Decision. The Master Servicers shall
not be permitted to process any Major Decision and shall not be required to interface with the Mortgagor or provide a written
recommendation and analysis with respect to any Major Decision.


 


With
respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially
Serviced Loan, and (ii) after the occurrence and during the continuance of a Consultation Termination, any Major Decision relating
to a Mortgage Loan (in each case, other than with respect to an Excluded RRCP Loan), each Special Servicer shall provide copies
of any notice, information and report that it is required to provide to the Directing Certificateholder pursuant to this Agreement
with respect to such Major Decision to the Risk Retention Consultation Party, within the same time frame it is required to provide
such notice, information or report to the Directing Certificateholder (for this purpose, without regard to whether such items
are actually required to be provided to the Directing Certificateholder under this Agreement due to the occurrence of a Control
Termination Event or a Consultation Termination Event).


 


In
addition, with respect to any Mortgage Loan other than an Excluded DCH Loan, for so long as no Control Termination Event has occurred
and is continuing, the Directing Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the


 






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applicable
Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement,
may direct the applicable Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan,
as the Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that
notwithstanding anything herein to the contrary, no such direction or objection contemplated by the first paragraph of this Section
6.08(a) or this paragraph may require or cause the applicable Master Servicer or applicable Special Servicer to violate any
provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement,
or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion
Loan), including without limitation the obligation of either Master Servicer and either Special Servicer to act in accordance
with the Servicing Standard, or expose the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities
of either Master Servicer or either Special Servicer, as applicable, hereunder or cause either Master Servicer or either Special
Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the applicable Master Servicer
or the applicable Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In
the event a Special Servicer or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or any advice from the Directing Certificateholder or the Risk Retention Consultation Party, would cause such Special Servicer
or such Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, such Special Servicer or such Master Servicer, as applicable, shall disregard such
refusal to consent or advise and notify the Directing Certificateholder or the Risk Retention Consultation Party, respectively,
and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor.
The taking of, or refraining from taking, any action by such Master Servicer or such Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder or the advice of the Risk Retention Consultation Party that does not violate
the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result
in any liability on the part of such Master Servicer or such Special Servicer.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or
by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor
the interests of one or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of
the Certificates, and that the Directing Certificateholder may have special relationships and interests that conflict with those
of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders
of the Controlling Class, including the Holders of the Controlling Class, that the


 






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Directing
Certificateholder does not have any duties or liability to the Holders of any Class of Certificates other than the Controlling
Class, that the Directing Certificateholder shall not be liable to any Certificateholder, by reason of its having acted solely
in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.


 


The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that the Risk Retention
Consultation Party shall not be protected against any liability to a Holder of an RR Interest that would otherwise be imposed
by reason of willful misconduct, bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest
or by reason of reckless disregard of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Risk Retention Consultation Party may take actions that favor the interests
of one or more Classes of the Certificates including the Holders of an RR Interest over other Classes of the Certificates, and
that the Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of
some Classes of the Certificates, that the Risk Retention Consultation Party may act solely in the interests of the Holders of
an RR Interest, that the Risk Retention Consultation Party does not have any duties or liability to the Holders of any Class of
Certificates other than the RR Interest, that the Risk Retention Consultation Party shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holder of the RR Interest, and that the Risk Retention Consultation
Party shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against
the Risk Retention Consultation Party or any director, officer, employee, agent or principal thereof for having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced
PSA over other classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related
Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason
of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that
the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced


 






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Whole
Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal
thereof for having so acted.


 


(b)           Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded DCH Loan), the Directing Certificateholder shall have no right to consent to or direct
any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and the Risk Retention Consultation Party shall remain entitled to receive any notices, reports or information to which it is
entitled pursuant to this Agreement, and the applicable Master Servicer, applicable Special Servicer and any other applicable
party shall consult with the Directing Certificateholder and, with respect to any Specially Serviced Loan, the Risk Retention
Consultation Party (in each case, other than with respect to any Excluded Loan as to such party) to the extent set forth herein
in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
and during the continuance of a Consultation Termination Event (and at any time with respect to any Excluded DCH Loan), the Directing
Certificateholder shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports
or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights
as Directing Certificateholder and, other than with respect to any Excluded RRCP Loan, the Risk Retention Consultation Party shall
remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the applicable
Special Servicer and any other applicable party shall consult with the Risk Retention Consultation Party to the extent set forth
herein in connection with any action to be taken or refrained from taking to the extent set forth herein.


 


Section
6.09     Knowledge
of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National
Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank,
National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells
Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a) or clause
(b), where some or all of the obligations performed in such capacities are performed by one or more employees within the same
group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations
in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable.


 


[End
of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master
Servicers and Special Servicers Termination. (a) “Servicer Termination Event”, wherever used herein, means,
with


 






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respect
to either Master Servicer or either Special Servicer, as the case may be, any one of the following events:


 


(i)            (A)
any failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by such Master Servicer to deposit into, or remit to the Certificate Administrator for
deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00
a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)           any
failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the applicable Master Servicer for deposit into the applicable Collection Account or any other required
account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the time specified
by, the terms of this Agreement; or


 


(iii)          any
failure on the part of such Master Servicer or such Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days
in the case of such Master Servicer’s or such Special Servicer’s obligations, as the case may be, contemplated by
Article XI, (B) fifteen (15) days in the case of such Master Servicer’s failure to make a Servicing Advance or (C)
fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to such Master
Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to such Master Servicer or such Special
Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not
less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by
that failure, by the related Serviced Companion Noteholder; provided, however, if such failure is capable of being
cured and such Master Servicer or such Special Servicer, as applicable, is diligently pursuing such cure, such period will be
extended an additional thirty (30) days; provided, further, however, that such extended period will not apply
to the obligations regarding Exchange Act reporting; or


 


(iv)          any
breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be


 






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remedied,
shall have been given to such Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to such Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing
of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however,
that if such breach is capable of being cured and such Master Servicer or such Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)           a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Master Servicer or such
Special Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or unstayed
for a period of sixty (60) days; or


 


(vi)          such
Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of
or relating to such Master Servicer or such Special Servicer, as the case may be, or of or relating to all or substantially all
of its property; or


 


(vii)         such
Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)        such
Master Servicer or such Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer as applicable, and is not restored to such status on such list within
sixty (60) days; or


 


(ix)           any
of Moody’s, DBRS or Fitch (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency)
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu
Companion Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan
Securities, as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification,
downgrade, withdrawal or “watch status” placement shall not have been withdrawn by Moody’s, DBRS or Fitch, as
applicable (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) within sixty (60)
days of such rating action) and, in the case of either of clauses (A) or (B),


 






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publicly
citing servicing concerns with such Master Servicer or such Special Servicer, as applicable, as the sole or a material factor
in such rating action.


 


(b)           If
any Servicer Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes of this Section
7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so
long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded DCH Loan) the
Directing Certificateholder (solely with respect to the Special Servicers) or the Holders of Certificates entitled to more than
25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of such Master
Servicer or such Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is a Servicer
Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to the Affected
Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11
and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds
thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected
Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such termination
as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party
of such written notice except as otherwise provided in this Article VII, all authority and power of the Affected Party
under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee with respect to a termination of such Master Servicer or such Special
Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents,
or otherwise. Such Master Servicer and such Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it to assume such Master Servicer’s or such
Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination
of such Master Servicer’s or such Special Servicer’s, as the case may be, responsibilities and rights (subject to
Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days
to the Trustee for administration by it of all cash amounts which shall at the time be or should have been credited by such Master
Servicer to its Collection Account or any Servicing Account (if it is the Affected Party), by such Special Servicer to the REO
Account (if it is the Affected Party) or thereafter be received with respect to the applicable Mortgage Loans or any REO Property
(provided, however, that such Master Servicer and such Special Servicer each shall, if terminated pursuant to this
Section 7.01(b) or pursuant to Section 7.01(d) (with respect to such Special Servicer), continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect
of Advances (in the case of such Special Servicer or such Master Servicer) or otherwise, and it and its Affiliates and


 






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the
directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits
of Section 3.11 and Section 6.04 notwithstanding any such termination).


 


(c)           If
a Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or Section 7.01(a)(ix), such Master Servicer shall have a forty-five (45) day period after
such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section
6.03 and Section 7.02 and to which such Master Servicer can sell its rights to service the Mortgage Loans under this
Agreement. During such forty-five (45) day period such Master Servicer may continue to serve as a Master Servicer hereunder. In
the event that such Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer
to assume the duties of such Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of such
Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the General Special Servicer shall occur and be continuing
that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not otherwise
terminated, the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling
and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer with
respect to the related Serviced Pari Passu Whole Loan. The General Special Servicer appointed to replace the General Special Servicer
with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of
such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder
of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements
of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement General Special Servicer in
accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable
rating agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current
ratings of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


(d)           Subject
to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded DCH Loan, the Directing
Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations
of such Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to such Special
Servicer, the Master Servicers, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective
upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d). Upon a termination
of such Special Servicer, the Directing Certificateholder (other than with respect to any Excluded DCH Loan) shall appoint a successor


 






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special
servicer to assume the duties of such Special Servicer hereunder; provided, however, that (i) such successor will
meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the
case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of such Special Servicer shall be effective
until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form
8-K filings have been completed with respect to any related Companion Loan.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal
Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance
Certificates (other than the RR Interest) requesting a vote to replace such Special Servicer with a new special servicer designated
in such written direction to assume the duties of such Special Servicer hereunder, (b) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred
by the Certificate Administrator in connection with administering such vote and which will not be additional expenses of the Trust
and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency
(which Rating Agency Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable rating
agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then current
ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly
post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section
3.13(b) and concurrently by mail, conduct the solicitation of votes of all Certificates (other than the RR Interest) in such
regard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice,
and if not so received, such votes shall be null and void ab initio. Upon the written direction of Holders of Certificates
evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations
of such Special Servicer under this Agreement and appoint the successor special servicer to assume the duties of such Special
Servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the
Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted
thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove a Special Servicer shall not apply to
any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal
Period, to replace the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after
the date such successor special servicer becomes a Special Servicer)


 






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all
of the responsibilities, duties and liabilities of such Special Servicer under this Agreement from and after the date it becomes
a Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement reasonably satisfactory to
the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory
to the Certificate Administrator to the effect that (x) the designation of such replacement to serve as Special Servicer is in
compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any Serviced
AB Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement
in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the
occurrence and continuance of a consultation termination event under the related Non-Serviced PSA, by the related Non-Serviced
Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace such
Special Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that
was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing
Certificateholder.


 


Following
the occurrence and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines that a Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance
with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy
to such Special Servicer, a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any
other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting
its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer to assume the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct the
solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty
(180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon (i)
the


 






    	-369- 



     


    

 


affirmative
vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account
the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such
Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt by the Certificate Administrator following
satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation from the
applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee shall (i) terminate
all of the rights and obligations of such Special Servicer under this Agreement and appoint a successor special servicer approved
by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The
reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with
obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified
Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not receive at least
a majority of the requested votes, then the Trustee shall have no obligation to remove such Special Servicer. Prior to the appointment
of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of such
Special Servicer under this Agreement and to act as such Special Servicer’s successor hereunder. Notwithstanding the foregoing,
the Operating Advisor shall not be permitted to recommend the replacement of a Special Servicer with respect to a Serviced AB
Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related
Intercreditor Agreement.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of a Special Servicer).


 


(e)           Each
Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to such
Master Servicer or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination
pursuant to Section 7.01(a)(viii) or Section 7.01(a)(ix)and the resulting operation of Section 7.01(b) and
(c). The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii)
or Section 7.01(a)(ix).


 


(f)            Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a Serviced Companion Loan, the related
holder of a


 






    	-370- 



     


    

 


Serviced
Companion Loan or the rating on any Serviced Companion Loan Securities, and if such Master Servicer is not otherwise terminated,
or (2) if a Servicer Termination Event on the part of a Master Servicer affects only a Serviced Companion Loan, the related holder
of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then such Master Servicer may not be terminated
by or at the direction of the related holder of such Serviced Companion Loan or the holders of any Serviced Companion Loan Securities,
but upon the written direction of the related holder of such Serviced Companion Loan, such Master Servicer shall be required to
appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


 


(g)           Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded DCH Loan,
the Directing Certificateholder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for
the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance
of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded DCH Loan, the
resigning Special Servicer shall use commercially reasonable efforts to appoint the related Excluded Special Servicer; provided
that if the resigning Special Servicer fails to appoint an Excluded Special Servicer within 30 days of such Special Servicer’s
notice of resignation, such resigning Special Servicer will, at its own expense, petition any court of competent jurisdiction
for the appointment of a successor Excluded Special Servicer. Such Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded
Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would
not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and each NRSRO
hired to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related
Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers
to the Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the
information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded
Special Servicer.


 


If
at any time a Special Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with respect to an
Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property),
(1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be
an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related
Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced
Whole Loan is no longer an Excluded Special Servicer Loan.


 






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The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
that the applicable Special Servicer shall remain entitled to all other special servicing compensation with respect to all
Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer,
as the case may be, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan
or an Excluded Special Servicer Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or
the applicable Special Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties
to this Agreement.


 





(h)       Notwithstanding
anything to the contrary in this Agreement, to the extent that the Depositor reasonably determines that any Form ABS-EE filing
is required to contain only one Exhibit 102 or Exhibit 103, as applicable, and notwithstanding the cooperation of the Master Servicers
and the Certificate Administrator with the Depositor, as contemplated in Section 11.04(c), to develop a process to
combine multiple CREFC® Schedule AL Files and/or Schedule AL Additional Files, as the case may be, if such process cannot as
a technological matter be practicably developed within 90 days following the Depositor’s determination, then NCB shall promptly
resign as NCB Master Servicer and the General Master Servicer shall assume responsibilities of the NCB Master Servicer with respect
to the NCB Mortgage Loans. In connection with any such resignation, no Rating Agency Confirmation from any Rating Agency shall
be required, nor shall any confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any). No such resignation by
the NCB Master Servicer shall become effective until (x) the General Master Servicer, shall have assumed such Master Servicer’s
or such Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02,
(y) the General Master Servicer and NCB shall have executed and delivered a primary servicing agreement with respect to the NCB
Mortgage Loans that is in form and substance reasonably satisfactory to the General Master Servicer and NCB, and (z) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings
have been completed with respect to any related Companion Loan. NCB shall pay all reasonable out-of-pocket costs and expenses (including
reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer
of its duties pursuant to this Section 7.01(h).




 


Section
7.02     Trustee to Act; Appointment of Successor.
On and after the time a Master Servicer or a Special Servicer, as the case may be, either resigns pursuant to subsection (a)
of the first sentence of Section 6.05 or receives a notice of termination for cause pursuant to Section 7.01(b),
and provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c),
the Trustee shall be the successor to such party, until such successor to that Master Servicer or that Special Servicer, as applicable,
is appointed as provided in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d),
as applicable, in all respects in its capacity as such Master Servicer or such Special Servicer, as applicable, under this Agreement
and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject
to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating
thereto and that arise thereafter placed on or for the benefit of such Master Servicer or Special Servicer, as applicable, by
the terms and provisions hereof; provided, however, that any failure to perform such duties or responsibilities
caused by the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall
not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability
of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a
successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its
termination as Special Servicer. The Trustee in its capacity as successor to a Master Servicer or a Special Servicer, as the case
may be, shall not be liable for any of the representations and warranties of such Master Servicer or such Special Servicer, as
applicable, herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or special
servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the
Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer
or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master
servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which that
Master Servicer would have been entitled to if such Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to such Special Servicer shall be entitled to the Special Servicing Fees to which such Special Servicer
would


 






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have
been entitled if such Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of a Master
Servicer or a Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as such
Master Servicer or such Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary,
but only with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case
may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if
the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect to
the Special Servicers) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded DCH Loan) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing
institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to that Master Servicer
or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of such Master Servicer or such Special Servicer hereunder. No appointment of a successor to such Master Servicer or such Special
Servicer hereunder shall be effective until (i) the assumption in writing by the successor to such Master Servicer or such Special
Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment (solely with respect to the
Special Servicers) has been approved (prior to the occurrence and continuance of a Control Termination Event) by the Directing
Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan. Pending appointment of a successor to such Master Servicer or such Special Servicer hereunder, unless the Trustee
shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with
such appointment and assumption of a successor to such Master Servicer or such Special Servicer as described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor
special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,
as the case may be, hereunder. The Trustee, the non-terminated Master Servicer(s) or the non-terminated Special Servicer(s) and
such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.
Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function (other than with respect
to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as
applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting
such termination or the successor master servicer or special servicer for such expenses within 90 days


 






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after
the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated
Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that
the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination
shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event
of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses.
For the avoidance of doubt, if the Trustee is terminating a Master Servicer or a Special Servicer in accordance with this Agreement
at the direction of any party or parties permitted to direct the Trustee to so terminate such Master Servicer or such Special
Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section
7.03    Notification to
Certificateholders. (a) Upon any resignation of a Master Servicer or a Special Servicer pursuant to Section 6.05,
any termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 or any appointment of a successor to
a Master Servicer or a Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt written
notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04     Waiver of Servicer Termination Events.
The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected
by any Servicer Termination Event hereunder may waive such Servicer Termination Event; provided, however, that a
Servicer Termination Event under clause (i), (ii) or (viii) of Section 7.01(a) may be waived only
with the consent of all of the Certificateholders of the affected Classes, and a Servicer Termination Event under clause (iii)
of Section 7.01(a) (with respect to obligations under Article XI) may be waived only with the consent of the
Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights of any affected holder of a Serviced Companion
Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination Event shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders,
the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection
with enforcement action taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver
shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent
expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination
Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the


 






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Depositor
shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person held
such Certificates.


 


Section
7.05     Trustee as Maker of Advances.
In the event that a Master Servicer fails to fulfill its obligations hereunder to make any Advances and such failure remains uncured,
the Trustee shall perform such obligations (x) within five (5) Business Days following such failure by a Master Servicer with
respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii) to the extent a Responsible
Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York
City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s
notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made
by the Trustee, the Trustee shall succeed to all of such Master Servicer’s rights with respect to Advances hereunder, including,
without limitation, such Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate,
and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be,
(without regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its obligations
hereunder); provided, however, that if Advances made by the Trustee and a Master Servicer shall at any time be outstanding,
or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon
hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in
full, together with all interest accrued thereon, prior to reimbursement of such Master Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01     Duties of the Trustee and the Certificate
Administrator. (a) The Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination
Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake to perform such duties
and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive
right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


 






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(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to
the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
a Master Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good
faith, pursuant to this Agreement.


 


(c)           No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)            Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)           Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the
Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
Certificate Administrator, or exercising any trust or power conferred upon the


 






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Trustee
or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)           The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section
8.02     Certain Matters Affecting the Trustee
and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)            The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)           The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)          Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 






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(v)           Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)          The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)         For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)        Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of a Master Servicer or a Special Servicer
(unless the Trustee is acting as a Master Servicer or a Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as a Master Servicer or a Special Servicer) or of the Depositor, the Operating Advisor
or the Asset Representations Reviewer;


 


(ix)          Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 






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(x)            In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)           Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xii)          Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03     Trustee and Certificate Administrator
Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Section 2.01(h) and Section
2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate,
shall not be taken as the statements of the Trustee or the Certificate Administrator, and the Trustee or the Certificate Administrator
assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes any representations
as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee
or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate
Administrator shall be accountable for the use or application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of
the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Accounts or any other account by or
on behalf of the Depositor, the applicable Master Servicer, the applicable Special Servicer or in the case of the Trustee, the
Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicers or the Special Servicers and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant
to this Agreement.


 


Section
8.04     Trustee or Certificate Administrator
May Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity, not as Trustee
or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor, either Master
Servicer, either Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it were not
Trustee or the Certificate Administrator.


 






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Section
8.05     Fees and Expenses of Trustee and
Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a) As compensation for the performance
of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably
anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator Fee equal to
the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee Rate, which shall
cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other
than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly
the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at
the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as interest
is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon is computed.
The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except for the reimbursement
of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s
sole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of
expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any
Companion Loan.


 


(b)       The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Accounts or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming the successor to the applicable Master Servicer or the applicable Special Servicer,
to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee
or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties
of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying
agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder;
provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified
Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses
or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal
course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions
hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability
or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the
Certificate


 






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Administrator’s,
respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise
from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator
specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination
of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment
of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)       The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or
(ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section
8.06     Eligibility Requirements for Trustee
and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be,
and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company,
organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise
corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not
be an Affiliate of either Master Servicer or either Special Servicer (except during any period when the Trustee is acting as,
or has become successor to, the applicable Master Servicer or the applicable Special Servicer, as the case may be, pursuant to
Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term
senior unsecured debt is rated at least “BBB+” by S&P, “A2” by Moody’s, “A-“ by
Fitch and “A” by DBRS (or in the case of the Trustee, a long-term unsecured debt rating of “A(low)” by
DBRS if each Master Servicer maintains a rating of at least “A” by DBRS (provided that nothing in this parenthetical
shall impose on either Master Servicer any obligation to maintain such rating)); provided that the Trustee will not become
ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt
rating of no less than “Baa2” by Moody’s, (b) its short-term debt obligations have a short-term rating of not
less than “A-2” by S&P, “P-2” from Moody’s and “F1” by Fitch and (c) each Master
Servicer maintains a long-term unsecured rating of at least “A2” by Moody’s and “A+” by Fitch; provided that nothing in this proviso shall impose on either Master Servicer any obligation to maintain such rating; provided,
further, that if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other
NRSROs (which may include S&P, Moody’s and/or Fitch) or such other rating with respect to which the Rating


 






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Agencies
have provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee
and Certificate Administrator. (a) The Trustee and the Certificate Administrator may at any time resign and be discharged
from the trusts hereby created by giving written notice thereof to the Depositor, each Master Servicer, each Special Servicer
and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5
Information Provider and to all Certificateholders. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and provide notice of such event to each Master Servicer, each Special Servicer,
the Depositor and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c). Upon receiving such notice of resignation, the Depositor shall use its reasonable
best efforts to promptly appoint a successor trustee or successor certificate administrator acceptable to the General Master Servicer
and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder by written instrument,
in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the successor trustee
or certificate administrator. A copy of such instrument shall be delivered to each Master Servicer, each Special Servicer, the
Certificateholders and the Trustee or Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice
of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, and such petition will be an expense of the Trust.


 


(b)       If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or a Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or


 






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Certificate
Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise
made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for
a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint
a successor trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate
administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered
to each Master Servicer, each Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice
of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)       The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to each Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor,
each Special Servicer and the remaining Certificateholders by the Master Servicers. In the event of any such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)       Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay all
costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement


 






    	-383- 



     


    

 


for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)       Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the
extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Wells
Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 or in blank, and (ii)
in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to
the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan
was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial Mortgage Trust 2017-RC1,
Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 or in blank; provided, however, that, notwithstanding
anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related
Mortgage Loan Seller in order to comply with the foregoing, then the General Master Servicer shall use reasonable efforts to cause
the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to
the Depositor or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with
any successor trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such
successor trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify
in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or,
in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)       Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08     Successor Trustee or Certificate
Administrator. (a) Any successor trustee or certificate administrator appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, each Master Servicer, each Special Servicer and to its predecessor Trustee
or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator
without any further act, deed or conveyance, shall become fully vested with all the rights,


 






    	-384- 



     


    

 


powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special
Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be
required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 


(b)       No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)       Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the General Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable,
to the Depositor and the Certificateholders. If the General Master Servicer fails to deliver such notice within ten (10) days
after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor
trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the General Master Servicer.


 


Section
8.09     Merger or
Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such event
to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10 Appointment of Co-Trustee or
Separate Trustee. (a) Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located, the Master Servicers and the Trustee acting
jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or
any part of the Trust Fund, and to vest in such Person or


 






    	-385- 



     


    

 


Persons,
in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master Servicers and the Trustee may consider necessary or desirable.
If the Master Servicers shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request
to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s)
or separate trustee(s) shall be required under Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)       In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or a Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)       Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)       Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)       The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section
8.11     Appointment of Custodians.
The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage Files. The Custodian
shall be a depository institution subject to supervision by federal or state authority, shall have combined capital and surplus
of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian
shall be subject to the same


 






    	-386- 



     


    

 


obligations
and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage
Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator
may appoint another Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate
Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed
hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such
capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12     Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, each Master Servicer, each
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate
Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)       The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)      The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)     The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)     This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)      The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 






    	-387- 



     


    

 


(vi)     No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)    No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section
8.13     Provision of Information to Certificate
Administrator, Master Servicers and Special Servicers. The applicable Master Servicer shall promptly, upon request,
provide the applicable Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
the Master Servicers and the Special Servicers may each conclusively rely on the information provided to them regarding identity
and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, the Master Servicers
and the Special Servicers, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders
or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated
or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, the Master
Servicers or the Special Servicers, as applicable.


 


Section
8.14     Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the
Depositor, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)       The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)      The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 






    	-388- 



     


    

 


(iii)     The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)     This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)      The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)     No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)    No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section
8.15     Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time
to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and the Master
Servicers is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicers, as applicable, arising
out of the


 






    	-389- 



     


    

 


Trust
or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator,
each Special Servicer and each Master Servicer, upon its respective reasonable request from time to time such identifying information
and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator, each Special
Servicer and each Master Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01     Termination upon Repurchase or Liquidation
of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust and the respective obligations
and responsibilities under this Agreement of the Certificate Administrator (other than the obligations of the Certificate Administrator
to provide for and make payments to Certificateholders as hereafter set forth), the Depositor, the Master Servicers, the Special
Servicers, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision
for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid
on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation of
the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders
of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as
of that time, the other Special Servicer, the Master Servicer servicing the greater balance of the Mortgage Loans as of that time,
the other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and
the Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate
Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an
Independent MAI-designated appraiser selected by the applicable Special Servicer and approved by the applicable Master Servicer
and the Controlling Class) (prior to the occurrence and continuance of a Control Termination Event, with respect to the Controlling
Class approval), (3) the reasonable out-of-pocket expenses of the Master Servicers and the Special Servicers with respect to such
termination, other than in the case of a Master Servicer or Special Servicer, as applicable, that is a purchaser of such Mortgage
Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms
of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as determined
by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3) above, minus (b) solely
in the case where a Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together
with any interest accrued and payable to the applicable Master Servicer in respect of such Advances in accordance with Sections
3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to such Master Servicer
(which items shall be deemed to have been paid or reimbursed to the applicable Master Servicer in connection with such purchase)
or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding, the


 






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voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates and the RR Interest)
and the payment or deemed payment by such exchanging party of the Termination Purchase Amount for the remaining Mortgage Loans
and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a) an amount equal
to the product of (i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will be paid to the
Holders of the RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product of (i) the
Non-Retained Percentage and (ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed to the
Holder or Holders of the then-outstanding Certificates (other than the RR Interest) in exchange for such Certificates; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class R Certificates and the RR Interest)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section
9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R Certificates and
the RR Interest) and pay the Termination Purchase Amount for all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution
Date on which the final distribution on the Certificates is to occur, shall (i) remit for deposit in the Collection Account of
the General Master Servicer an amount in immediately available funds equal to (a) the product of the Required Credit Risk Retention
Percentage and the Termination Purchase Amount plus (b) all amounts due and owing to the Depositor, the Master Servicers, the
Special Servicers, the Trustee and the Certificate Administrator hereunder through the date of the liquidation of the Trust that
may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section
3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only to the extent
that such amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the Trust (which amount shall
be further deemed distributed to the Holders of all outstanding Certificates (other than the RR Interest)) an amount equal to
the product of the Non-Retained Percentage and the Termination Purchase Amount. In addition, each Master Servicer shall transfer
all amounts required to be transferred to the Lower-Tier REMIC Distribution Account on the P&I Advance Date related to such
Distribution Date in which the final distribution on the Certificates is to occur from its Collection Account pursuant to the
first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property,
the portion of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited
into the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its
Certificates (other than the Class R Certificates and


 






    	-391- 



     


    

 


the
RR Interest) on the applicable Distribution Date, (i) the Certificate Administrator shall remit to the Holders of the RR Interest
in immediately available funds an amount equal to the product of the Required Credit Risk Retention Percentage and the Termination
Purchase Amount and (ii) the Custodian shall, upon receipt of a Request for Release from the Master Servicers, release or cause
to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and
shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to
have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance
Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicers, the Special Servicers, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable
by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor
Agreement remain due and owing.


 


The
Holders of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, may,
at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect
of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or the Holders of
the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Preliminary Statement (in order to make such determination, the General Master Servicer may,
at any time, request that the NCB Master Servicer commence to periodically inform the General Master Servicer of the Stated Principal
Balance of the NCB Mortgage Loans and, commencing upon such request of the General Master Servicer, the NCB Master Servicer shall
inform the General Master Servicer (which may be through providing the General Master Servicer access to the NCB Master Servicer’s
website) of the Stated Principal Balance of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested
by the General Master Servicer of the NCB Master Servicer). This purchase shall terminate the Trust and retire the then-outstanding
Certificates. In the event that a Master Servicer or a Special Servicer purchases, or the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates


 






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purchase,
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the
preceding sentence, the applicable Master Servicer, the applicable Special Servicer, the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC Distribution Account
not later than the P&I Advance Date relating to the Distribution Date on which the final distribution on the Certificates
is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof
payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in
the Collection Account of the General Master Servicer). In addition, each Master Servicer shall transfer to the Lower-Tier REMIC
Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from its Collection Account pursuant
to the first paragraph of Section 3.04(b), together with any other amounts on deposit in its Collection Account that would
otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian
shall release or cause to be released to the applicable Master Servicer, the applicable Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments furnished to it by the applicable Master Servicer,
the applicable Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as the case may be, as shall be necessary to effectuate transfer of the Mortgage Loans as assets of the Trust and REO Properties
remaining in the Trust Fund. If the Holders of the majority of the Controlling Class, the General Special Servicer, the NCB Special
Servicer (if not then NCB), the General Master Servicer or the NCB Master Servicer (if not then NCB) makes such an election, then
NCB (so long as NCB is either the NCB Special Servicer or the NCB Master Servicer) will have the option, by giving written notice
to the other parties hereto no later than 30 days prior to the anticipated date of purchase, to purchase all of the NCB Mortgage
Loans and each related REO Property remaining in the Trust, and the other party will then have the option to purchase only the
remaining Mortgage Loans and each related REO Property.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer servicing the greater principal balance of the Mortgage Loans
as of that time, then the other Special Servicer, then the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, then the other Master Servicer, and then the Holders of the Class R Certificates. For purposes of this
Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf
of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the
Mortgage Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the


 






    	-393- 



     


    

 


15th
day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b)
otherwise during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each
case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made,
(ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar
or such other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant
to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution
Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates
(i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC
Distribution Account that are allocable to payments on the Class of Certificates so presented and (ii) any remaining amount shall
be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts
transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution
Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance
with Sections 4.01(a), 4.01(b), Section 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed
on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting
and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(h).


 


Section
9.02     Additional
Termination Requirements. (a) In the event a Master Servicer or a Special Servicer purchases, or the Holders of
the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and
Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which meet the
definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)       the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)      during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the applicable Master Servicer,
the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 






    	-394- 



     


    

 


(iii)     within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01     REMIC Administration.
(a) The Certificate Administrator shall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under
the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made on Form 1066 or other appropriate
federal tax return for the taxable year ending on the last day of the calendar year in which the Lower-Tier Regular Interests
and the Certificates are issued. For the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the
Regular Certificates shall be designated as the “regular interests” and the Class UR Interest shall be designated
as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of
the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests”
and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None
of the Special Servicers, the Master Servicers or the Trustee shall permit the creation of any “interests” (within
the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)       The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)       The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Accounts as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of each Trust REMIC.
By their acceptance thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable designation of the Certificate
Administrator as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the


 






    	-395- 



     


    

 


Code,
to the extent such provision is applicable to the Trust REMICs, and (ii) the Holder of the largest Percentage Interest in the
Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties
of the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)      The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(e)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)       The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicers nor the
Special Servicers shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust,
any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole
discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net
income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse


 






    	-396- 



     


    

 


REMIC
Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in
no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate
Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially
all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(g)       In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the related
REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the applicable Master Servicer such reserved amounts as the applicable
Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the applicable Master
Servicer shall withdraw from the applicable Collection Account sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate
Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under this
Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome
of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest
bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount
of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code
and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax
(other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue
Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts
otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x)
in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized
Losses or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC,
to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a) or Section 4.01(b),
as applicable, to the extent they are fully reimbursed for any Realized Losses or Retained Certificate Realized Losses, as applicable,
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee,
the Certificate Administrator, the Master Servicers or the Special Servicers shall be responsible for any taxes imposed on any
Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement
which breach constitutes willful misconduct, bad faith, or negligence by such party.


 






    	-397- 



     


    

 


(h)      The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)       Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)       Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 


(k)      Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount
of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)       None
of the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable,
shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default
or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure
or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement)
or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the applicable Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not
(a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to indemnify the
Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant
to the REMIC Provisions.


 


(m)     The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or
successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on
any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 






    	-398- 



     


    

 


Section
10.02     Use of Agents. (a) The
Trustee shall execute all of its obligations and duties under this Article X through its Corporate Trust Office. The Trustee
may execute any of its obligations and duties under this Article X either directly or by or through agents or attorneys.
The Trustee shall not be relieved of any of its duties or obligations under this Article X by virtue of the appointment
of any such agents or attorneys.


 


(b)       The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03     Depositor, Master Servicers and
Special Servicers to Cooperate with Certificate Administrator. (a) The Depositor shall provide or cause to be provided
to the Certificate Administrator within ten (10) days after the Depositor receives a request from the Certificate Administrator,
all information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes as to the valuations
and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected cash
flow of the Certificates.


 


(b)       The
Master Servicers and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04     Appointment of REMIC Administrators.
(a) The Certificate Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators,
which shall be authorized to act on behalf of the Certificate Administrator in performing the functions set forth in Section
10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate
Administrator an instrument in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities
herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each
REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under the laws
of the United States of America or of any State and be subject to supervision or examination by federal or state authorities.
In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator
hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed
as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)       Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be


 






    	-399- 



     


    

 


the
REMIC Administrator without the execution or filing of any paper or any further act on the part of the Certificate Administrator
or the REMIC Administrator.


 


(c)       Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicers, the Special Servicers and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicers, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability
for any action taken by it as such at the direction of the Certificate Administrator.


 


[End
of Article X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this
Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced
Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall
not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, and any
Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicers, the Special
Servicers, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the
Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any
Other Securitization that


 






    	-400- 



     


    

 


includes
a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and
any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees),
any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable)
necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor
or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating
to the Master Servicers, the Special Servicers, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third
party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section
11.02     Succession; Subcontractors.
(a) As a condition to the succession to either Master Servicer and either Special Servicer or to any Sub-Servicer (but only if
such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to the Certificate
Administrator under this Agreement by any Person (i) into which the applicable Master Servicer and the applicable Special Servicer,
such Sub Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to
the applicable Master Servicer and the applicable Special Servicer or to any such Sub-Servicer or Certificate Administrator, the
person removing and replacing a Master Servicer and a Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicers, the Special Servicers, the Certificate Administrator and each Other Depositor, as applicable, at least fifteen
(15) calendar days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the
Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate Administrator of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information relating
to such successor reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply
with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality agreement, the Master Servicers, the Special Servicers,
any Additional Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor and
the Other Depositor no later than the effective date of such succession or appointment.


 


(b)       Each
of the Master Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator and
each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or


 






    	-401- 



     


    

 


more
Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by
such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be
addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect
to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to
any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by
such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons
any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of
doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)       In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be


 






    	-402- 



     


    

 


appointed
as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate Administrator and the
17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to
Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such succession or appointment
(or if such prior notice is violative of applicable law or any applicable confidentiality agreement, no later than one (1) Business
Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator, in writing
and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information reasonably
necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event under
Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the
Exchange Act).


 


(e)       Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the applicable Master
Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply
with its obligations under such Initial Sub-Servicing Agreement.


 


(f)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section
11.03     Filing Obligations.
(a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust’s
reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07
of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and
8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via
the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms executed by the
Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicers, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,


 






    	-403- 



     


    

 


Form
ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate
Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously
filed Form 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate Administrator will notify the Depositor,
and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15, Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form
10-K or Form 8-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K
or Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section
11.04     Form 10-D
and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions
under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by
the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D
with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement
that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the applicable Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other Information”
on Exhibit BB shall be reported by the applicable Special Servicer to the applicable Master Servicer within four (4) calendar
days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto


 






    	-404- 



     


    

 


shall
include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit
EE (except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM
hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may instruct)
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this
paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will
be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central
Index Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by
the applicable Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described
in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the
applicable Special Servicer within the time period specified in this Section 11.04) and the Collection Accounts as of the
related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts,
the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of
the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the
applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii)
of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if
the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate


 






    	-405- 



     


    

 


Administrator
from the applicable Master Servicer or the applicable Special Servicer, as the case may be, substantially in the form of Exhibit
KK (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection
Period, (B) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine
debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or
mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received a Special Notice including the information required
to be included pursuant to Section 5.06.


 


(b)       After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator shall
follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each


 






    	-406- 



     


    

 


Form
10-D filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities,
LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq.,
Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.04(b) related to the timely preparation
and filing of Form 10-D is contingent upon such parties observing all applicable deadlines in the performance of their duties
under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator shall have any liability for any loss,
expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file such Form 10-D, where such failure results from the Certificate Administrator’s inability or failure to receive, on
a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D,
not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to
be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of each related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102.[x] thereto. To the extent the Certificate Administrator receives
any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator
shall file such Schedule AL Additional File as Exhibit 103.[x] to such Form ABS-EE. Notwithstanding the two preceding sentences
to the extent that the Depositor reasonably determines that any Form ABS-EE filing is required to contain only one Exhibit 102
or Exhibit 103, as applicable, the Master Servicers and the Certificate Administrator shall reasonably cooperate with the Depositor
in order to develop a process to combine multiple CREFC® Schedule AL Files and/or Schedule AL Additional Files,
as the case may be, and once such process is developed (or if the Depositor combines or causes to be combined the multiple CREFC® Schedule AL Files and/or Schedule
AL Additional Files) the Certificate Administrator shall file the combined CREFC® Schedule
AL File and/or combined Schedule AL Additional File as Exhibit 102 or Exhibit 103, as the case may be. After preparing the Form
ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC®
Schedule AL File(s), any Schedule AL Additional File(s) received by the Certificate Administrator in both EDGAR-Compatible Format
and Excel format) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed
to ssreports@wellsfargo.com (in the case of the General Master Servicer) or at both mwehland@ncb.coop and kmann@ncb.coop
(in the case of the NCB Master Servicer) (or, in either case, such other email address(es) as is/are provided by the applicable
Master Servicer in writing to the Depositor and the Certificate Administrator). Each Master Servicer shall reasonably cooperate
with the Depositor to answer any questions that the Depositor may pose to such Master Servicer regarding its CREFC® Schedule
AL File (other than questions regarding data that is in the Initial Schedule AL File) or Schedule AL Additional File. The Certificate
Administrator, the General Master Servicer, the NCB Master Servicer and the Depositor shall each, to the extent related to such
party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File
or any Schedule AL Additional File promptly.


 






    	-407- 



     


    

 


Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to
the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor
shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy
to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon
receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed
on time or if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to
Section 3.13(b), make available on the Certificate Administrator’s website a final executed copy of each Form ABS-EE
(together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator)
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC,
375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq.,
Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.04(c) related to the timely preparation
and filing of Form ABS-EE is contingent upon the responsible parties observing all applicable deadlines in the performance of
their duties under this Section 11.04(c). The Certificate Administrator shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare or file such Form ABS-EE where such failure results
from the Certificate Administrator’s inability or failure to receive on a timely basis any information from any other party
hereto needed to prepare, arrange for execution or file such Form ABS-EE, not resulting from its own negligence, bad faith or
willful misconduct.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


(d)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section
11.05     Form 10-K Filings. (a)
Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust
ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing in March 2018, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the


 






    	-408- 



     


    

 


extent
they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)       an
annual compliance statement for the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)       (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section
11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included;


 


(iii)      (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)       if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)     a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties
set forth on Exhibit CC to the Depositor and the Certificate


 






    	-409- 



     


    

 


Administrator
and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered to the Certificate
Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications and also (ii) by email to Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2018, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect
to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park


 






    	-410- 



     


    

 


Avenue,
2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department,
D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation and filing of
Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged
or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this
Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K,
where such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from
the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Upon
written request from any Mortgage Loan Seller, Other Depositor, either Master Servicer or either Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, applicable Master Servicer or applicable Special Servicer
whether it has received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage
Loan Seller or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate
Administrator, the identity of the new party.


 


(d)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section
11.06     Sarbanes-Oxley Certification.
Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required to be included therewith
pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization is subject to the reporting
requirements of the Exchange Act, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely
with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall
provide, and (i) with respect to each Initial Sub-Servicer engaged by the applicable Master Servicer or the applicable Special
Servicer, as the case may be, that is a Servicing Function Participant shall use commercially reasonable efforts to cause such
Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which either Master Servicer,
either Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a
servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each
Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion
Loan (individually and collectively, the “Certifying Person”), on or before March 1st of each year commencing
in March 2018, a certification substantially in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4,
Z-5, Z-6 or


 






    	-411- 



     


    

 


Z-7
(each, a “Performance Certification”), as applicable, on which each Certifying Person, the entity for which
such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors
and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered
into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance
Certification provided by the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator,
the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information
that would have been provided by such Servicing Function Participant. In addition, in the event that any Companion Loan (other
than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance Certification or a separate certification
in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the
Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant
to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and
Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to
such Reporting Servicer by third parties (including a “significant obligor”, but other than an Additional Servicer
or a Sub-Servicer


 






    	-412- 



     


    

 


appointed
pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance
with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports,
to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07     Form 8-K
Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such
event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K,
as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to
a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction
and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 






    	-413- 



     


    

 



After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon,
New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having received
the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close of business
on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time, on the
4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will
follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New
York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South
College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


The Master Servicers, the Special
Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable Master Servicer and the applicable
Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged
by such Master Servicer or such Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after
its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything to the
contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure
Information.


 






    	-414- 



     


    

 


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.07.


 


For so long as the Trust is subject
to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a related Non-Serviced
PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported on a Form
8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator has filed any
required Form 8-K pursuant to this Section 11.07.


 


Section
11.08 Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, subject to Section
11.15(h), the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section
11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11 shall
not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers
and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor
shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate
Administrator shall recommence preparing and filing reports on Forms 10-D, ABS-EE, 10-K and 8-K as required pursuant to Section
11.04, Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI shall
recommence.


 


Section
11.09 Annual Compliance Statements. The Master Servicers, the Special Servicers (regardless of whether the
applicable Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided,
however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during
which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii)
with respect to each other Additional Servicer that is also a Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st
of each year, commencing in March 2018, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished
by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider
(who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto
as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as
to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or
portion


 



    	-415- 



     


    

 


thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by
such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer,
and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate
Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder and the
17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt
of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult
with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with
which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of
any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether
or not such Certifying Servicer or Additional Servicer is acting as a Master Servicer, a Special Servicer, the Trustee, the Certificate
Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master
Servicers, Special Servicers or Additional Servicer shall be required to cause the delivery of any such statement until April 15
in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization,
the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any
Other Securitization for the preceding calendar year.


 


In the event either Master Servicer,
either Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement,
such party shall provide, and each of the applicable Master Servicer and the applicable Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other
Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time
that the applicable Master Servicer, the applicable Special Servicer, the Trustee or the Certificate Administrator was


 



    	-416- 



     


    

 


subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement, report,
notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that
services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this
Section 11.09.


 


Section
11.10 Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each
year, commencing in March 2018, the Master Servicers, the Special Servicers (regardless of whether either Special Servicer has
commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required
to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by a Master Servicer, a Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator that is a Servicing Function Participant, use commercially reasonable
efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicers, also to the Operating
Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form provided
by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment
of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant
Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of
compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form
10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such
report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator
and the Reporting Servicer.


 


Each such report shall be addressed
to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each such


 






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report and, if applicable, consult with each
Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to
it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicers, the Special Servicers, the
Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause
the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the
Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required
to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)       The
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and either Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and
each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master Servicers,
the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns
pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant
engaged by it to provide (and each of the applicable Master Servicer and the applicable Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is
terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is


 



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terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required
in Section 11.11 with respect to the period of time that the Master Servicers, the Special Servicers, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional
Servicer was subject to such other servicing agreement.


 


(d)       The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)       Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11 Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each
year, commencing in March 2018, the Master Servicers, the Special Servicers, the Trustee (provided, however, that
the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no
Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at
its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicers,
Special Servicers, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially
reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function
Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicers, the Special
Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function
Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report
to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website
pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business
Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it
has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion
that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. In the event that an overall opinion cannot be


 



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expressed, such registered public accounting firm shall
state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall
be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report
must be available for general use and not contain restricted use language. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator
in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt of such
report from either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the
applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator as to the nature of any defaults by the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor,
the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the applicable Master Servicer’s, the
applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s,
the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub
servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation
report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements of Section
11.10 and notify the Depositor of any exceptions. None of the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required
to cause the delivery of such reports until April 15th in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section
11.12 Indemnification. Each of the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification
Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by such Master
Servicer, such Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the
Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or
willful misconduct on the part of such Master Servicer, such Special


 



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Servicer, the Trustee,
the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the performance of
such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The Master Servicers, the Special
Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any
other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide any
of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of the Master
Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate
under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor or such
Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances
of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act,
the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments provided
to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicers,
the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent
to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly
provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting
Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent
of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to
directly


 



    	-421- 



     


    

 


communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff;
provided, however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer
retained by a Master Servicer, such Master Servicer shall receive copies of all material communications pursuant to this Section
11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such
response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting
Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or
its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission or its staff and provide the
Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor or any Other Depositor shall
cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond
to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its staff relating
to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor)
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses
incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor
or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be
at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with
the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an
itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicers, the Special Servicers,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case,
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11 (or breach
of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements
or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or
willful misconduct in connection therewith. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating
Advisor and the Certificate Administrator shall (i) with respect to any


 



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Initial Sub-Servicer engaged by such Master Servicer, such
Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially
reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant,
in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each
case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination
of this Agreement or the earlier resignation or removal of either Master Servicer, either Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13 Amendments. This Article XI may be amended with the written consent of the parties hereto
pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of
any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports
and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not
be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan
Securities, without a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25). For the avoidance of doubt, any amendment to this Article XI affecting a Serviced Companion Loan
shall be subject to Section 13.01(k).


 


Section
11.14 Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master
Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and
additionally delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com
and Form10K.compliance@cwt.com.


 


Section
11.15 Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a)
Each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with
respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted
transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage
Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required
to comply with Regulation AB (a “Regulation AB Companion


 



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 Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5), (c)(6)
and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information
as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
either Master Servicer and either Special Servicer understands that such information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to (b) negotiate in good faith an agreement (subject to the final sentence
of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related commercial
mortgage pass through certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters
as a result of any material misstatements or omissions or alleged material misstatements or omissions in any such offering material
to the extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee
(where such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations
under this Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator individually
and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), a Master Servicer
(where such information pertains to the applicable Master Servicer individually and not to any specific aspect of the applicable
Master Servicer’s duties or obligations under this Agreement) and a Special Servicer (where such information pertains to
the applicable Special Servicer individually and not to any specific aspect of the applicable Special Servicer’s duties or
obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee)
as required by this Section 11.15(a) and deliver such securities law opinion(s) of counsel, certifications and/or indemnification
agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that
are substantially similar to those delivered with respect to the offering material for this securitization by the Master Servicers,
the Special Servicers, Trustee and Certificate Administrator, as the case may be, or their respective counsel, in connection with
the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, for inclusion in the offering materials related to such Regulation
AB Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect
to the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or
any changes in the interpretation of Regulation AB or changes in factual circumstances, such party shall be deemed to be in compliance
with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be
substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition
precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable
Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than
10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to


 



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cause to be paid,
the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or
causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), cooperate with the depositor, trustee, certificate administrator, master servicer or special
servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required to
be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other
applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the
related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer within the time period
set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods set forth
herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan
as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation AB Companion
Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided, however,
that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator,
the applicable Master Servicer and the applicable Special Servicer (and the applicable Master Servicer shall consult with any sub-servicer
appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master Servicer
and such Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the
Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to
the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as the
case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in
Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and
attestation requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)       Each
of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), provide the depositor, trustee or certificate administrator, as applicable, under a Regulation
AB Companion Loan Securitization (until


 








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January 30 of the first year in which the trustee or certificate administrator, as applicable,
for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust)
information with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion
Loan within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer, as the case may be,
complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)       On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S), provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable, under
such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on
an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii)
a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing
criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant
to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the applicable Master Servicer or the applicable
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB
Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)       On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent


 



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required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the depositor, trustee or certificate administrator under such Regulation AB Companion Loan Securitization
(provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization,
or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion
Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), under such Regulation AB Companion Loan
Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements of
Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(e).


 


(f)       Each
of the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement related
to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the applicable
Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements and certificates with respect
to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required
to be provided by the applicable Master Servicer or the applicable Special Servicer pursuant to this Section 11.15, even
if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply
with Regulation AB. Such information, reports or certificates shall be provided to the applicable Master Servicer or the applicable
Special Servicer, as the case may be, no later than two Business Days prior to the date on which the applicable Master Servicer
or the applicable Special Servicer, as the case may be, is required to deliver its comparable information, reports, statements
or certificates pursuant to this Section 11.15.


 


(g)       With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the applicable Master Servicer and the applicable Special Servicer in writing is a “significant obligor” (within the
meaning of Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other
Securitization that includes such Serviced Companion Loan, to the extent that the applicable Master Servicer is in receipt of the
updated financial statements of such “significant obligor” for any calendar quarter (other than the fourth calendar
quarter of any


 



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calendar year) from the Mortgagor (in the case of Non-Specially Serviced Loans) or the applicable Special Servicer
(in the case of Specially Serviced Loans and Serviced REO Properties), beginning with the first calendar quarter in which such
notice from the Other Depositor was received, or the updated financial statements of such “significant obligor” for
any calendar year, beginning for the calendar year in which such notice from the Other Depositor was received, as applicable, the
applicable Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant obligor”, together
with the net operating income of such “significant obligor” for the applicable period as calculated by the applicable
Master Servicer (or by the applicable Special Servicer and provided to the applicable Master Servicer solely in the case of any
related Specially Serviced Loan or Serviced REO Property) in accordance with CREFC® guidelines and (B) if such financial
statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline
or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such
financial statements of the “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as reported by the related Mortgagor in such financial statements (or as reported by the
related Mortgagor to the applicable Special Servicer and provided by the applicable Special Servicer to the applicable Master Servicer
solely in the case of any related Specially Serviced Loan or as reported by the applicable Special Servicer with respect to Serviced
REO Property and provided by the applicable Special Servicer to the applicable Master Servicer).


 


If the applicable Master Servicer
does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as
the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial information
is required to be delivered under the related Mortgage Loan documents, the applicable Master Servicer shall notify the Other Depositor
with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable
Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion
Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such
financial information. The applicable Master Servicer (in the case of Non-Specially Serviced Loans) or the applicable Special Servicer
(in the case of Specially Serviced Loans) shall use efforts consistent with the Servicing Standard (taking into account, in addition,
the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required
to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The applicable Master Servicer
(with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall
(and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to


 



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require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate
evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such
Other Securitization; provided, however, the applicable Special Servicer shall provide such Officer’s Certificate
to the applicable Master Servicer and the applicable Master Servicer shall forward such Officer’s Certificate to the Other
Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s Certificate should
be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing
Agreement.


 


(h)       If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then
the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain in
full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


 


Section
11.16 Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there
is no “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section
11.17 Impact of Cure Period. For the avoidance of doubt, none of the Master Servicers or the Special Servicers
shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under this Article XI as provided for in such clause
(iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for
in this Article XI; provided that if any such party fails to comply with the delivery requirements of this Article
XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. None of the
Master Servicers or the Special Servicers shall be subject to a Servicer Termination Event pursuant to clause (iii) of
the definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article
XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any reporting
period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section
12.01 Asset Review.


 






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(a)       On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the applicable Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan
has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger
has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit SS within
two (2) Business Days to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If Certificateholders (other
than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate
Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written
direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate
Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations
Reviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative
vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who
cast votes and (ii) a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset Review Vote
Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written
notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder,
the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”). Upon receipt
of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate
Administrator with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email
to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s Website). Upon
receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business Days after
such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review
Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote


 



    	-430- 



     


    

 


for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day
period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate
Administrator has timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A)
and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote
Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the applicable Collection Account. The Certificate Administrator shall be
entitled to administer any vote in connection with the foregoing through an agent.


 


(b)       (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below for all Mortgage Loans), the
applicable Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the applicable Special
Servicer (with respect to clause (6) below for Specially Serviced Loans) shall promptly, but in no event later than ten
(10) Business Days, provide the following materials in electronic format to the extent in their possession to the Asset Representations
Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section
4.08, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review
Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       copies
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)       a
copy of any other related documents that were entered into or delivered in connection with the origination of the related


 



    	-431- 



     


    

 


Mortgage
Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review
and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)       In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s),
and request that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly, but in no event
later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations
Reviewer such missing document(s) to the extent in its possession. In the event any missing documents are not provided by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10) Business Day period, the Asset Representations
Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall
be required under the related Mortgage Loan Purchase Agreement to deliver such missing document only to the extent such document
is in the possession of such party but in any event excluding any documents that contain information that is proprietary to the
related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01
(any such information, “Unsolicited Information”).


 


(iv)       Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ (each
such procedure, a “Test”); provided, however, the Asset Representations Reviewer may, but is under no
obligation to, modify any Test and/or associated Review Materials described in Exhibit QQ if, and only to the extent, the
Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or
such associated


 



    	-432- 



     


    

 


Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an
Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage
Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when
a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new
Asset Review Trigger.


 


(v)       No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)       The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph. In the event
that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing
documentation is not delivered to the Asset Representations Reviewer by the applicable Master Servicer (with respect to Non-Specially
Serviced Loans), the applicable Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of
the applicable Master Servicer or applicable Special Servicer, as applicable, or from the related Mortgage Loan Seller within ten
(10) Business Days following the request by the Asset Representations Reviewer to the applicable Master Servicer, the applicable
Special Servicer or the related Mortgage Loan Seller, as the case may be, as described in Section 12.01(b)(ii), the Asset
Representations Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results of
the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations
Reviewer shall provide such preliminary report to the applicable Master Servicer (with respect to Non-Specially Serviced Loans)
or the applicable Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the preliminary
report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan
Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any
documents or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty has not
failed a Test or that any missing information or documents in the Review Materials are not required to complete a Test shall be
sent by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer
shall not be required to prepare a preliminary


 



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report in the event the Asset Representations Reviewer determines that there is
no Test failure with respect to the related Mortgage Loan.


 


(viii)       The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the applicable Special Servicer and the Certificate Administrator. The period
of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty (30) days,
upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer
determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage
Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether
any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the applicable
Mortgage Loan Seller, which, in each case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section
2.03(f) of this Agreement.


 


(ix)       In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the applicable
Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based
on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset
Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement
or otherwise.


 


(x)       Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the applicable Master Servicer
(in the case of Non-Specially Serviced Loans) and the applicable Special Servicer (in the case of Specially Serviced Loans) shall
determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the applicable
Master Servicer or the applicable Special Servicer, as applicable, determines that a Material Defect exists, the applicable Special
Servicer shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Defect in accordance with
Section 2.03(b).


 






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(c)       The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)       The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, either Master Servicer, either Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, a Master Servicer, a Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section
12.02 Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)       The
Depositor shall pay the Asset Representations Reviewer a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall be equal to the product of a rate equal to 0.00043% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 






    	-435- 



     


    

 


(b)       As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to (a) in the case of a Delinquent Loan that is not an NCB Co-op Mortgage Loan, (i) $15,000 plus $1,000
per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance less than $20,000,000, (ii) $20,000
plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal
to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent
Loan with a Cut-off Date Balance greater than or equal to $40,000,000 or (b) with respect to a Delinquent Loan that is an NCB Co-op
Mortgage Loan, $10,000 (any such fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided,
however, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written
request by the Asset Representations Reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations
Reviewer of a certification to the applicable Master Servicer that the requirements for payment set forth in this Section 12.02(b)
have been met. The Asset Representations Reviewer shall not deliver any such certificate unless it has invoiced payment of such
amount and otherwise met the requirements for payment set forth in this Section 12.02(b), including receipt of evidence
of such insolvency or failure to pay such amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder
ninety (90) days after delivery by the Asset Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered
mail or overnight courier to the address listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall
be provided by such Mortgage Loan Seller for delivery of notices in accordance with this Agreement, or ninety (90) days following
attempted delivery of such invoice by registered mail or overnight courier and reasonable follow-up by telephone or e-mail. Notwithstanding
any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage
Loan Seller and the applicable Special Servicer (in the case of a Specially Serviced Loan) or the applicable Master Servicer (in
the case of a Non-Specially Serviced Loan) shall pursue remedies against such Mortgage Loan Seller to recover any such amounts
to the extent paid by the Trust.


 


(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a Mortgage Loan
Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust,
as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03 Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and
be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. Upon such


 



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notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been so
appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations
Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that
is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of
each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04 Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any
of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer
or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and
its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05 Termination of the Asset Representations Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)       any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders
of Certificates evidencing greater than 25% of the Voting Rights, provided that any such failure that is not curable within such
thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days to effect such
cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and
the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


(ii)       any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 






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(iii)       any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


(iv)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)       the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)       the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates evidencing
at least 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts), shall, terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset
Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and
of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event.
Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the
obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event of
which it becomes aware.


 






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(b)       Upon
(i) the written direction of Holders of Certificates evidencing not at least 25% of the Voting Rights (taking into account the
application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (taking into
account the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of the
Certificates evidencing at least 75% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction
Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations Reviewer
shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicers, the Special Servicers,
the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such disqualification
and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations
reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to
find a successor asset representations reviewer within


 



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thirty (30) days of the termination of the Asset Representations Reviewer,
the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint
a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for
a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful
misconduct in the performance of its obligations hereunder.


 


(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights and
obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).


 


[End of Article XII]


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01 Amendment. (a)       This Agreement may be amended from time to time
by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)       to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to
correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 






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(iv)      to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on
the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest)
or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25);


 


(vii)     to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement


 



    	-441- 



     


    

 


Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded DCH Loan, the Directing
Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25);


 


(ix)      to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt,
any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of
Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)      to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing, no such amendment
(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, or (B) may materially and adversely affect
the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class
affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or


 



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eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the
consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the
Depositor, the Master Servicers or the Special Servicers shall consent to any amendment hereto without having first received an
Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the applicable Master Servicer, the
applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC. Furthermore, no amendment to this
Agreement may be made that changes any provision specifically required to be included in this Agreement by (i) the Peachtree Mall
Intercreditor Agreement and (ii) the


 



    	-443- 



     


    

 


DoubleTree by Hilton Tempe Intercreditor Agreement, without in each case the consent of the
holder of the related Companion Loan(s).


 


(d)       No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to
the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy
of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as
applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder, the
Depositor, each Other Depositor, the Master Servicers, the Special Servicers, the Mortgagors, the Underwriters and the Rating Agencies.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)       The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of any
amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if either Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the applicable Collection Account.


 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)       To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special
Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 






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(j)       Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)       This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


Section
13.02 Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor
on direction by the applicable Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld),
but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect
that such recordation materially and beneficially affects the interests of the Certificateholders.


 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact
of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03 Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)       No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 






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(c)       No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it
hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT


 



    	-446- 



     


    

 


FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH
COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS
UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05 Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile or electronic
notices, when received):


 


In the case of the Depositor:


 


c/o Wells Fargo Securities,
LLC 


375 Park Avenue, 2nd
Floor, J0127-023 


New York, New York
10152 


Attention: A.J. Sfarra 


CRRCompliance@wellsfargo.com


 


with a copy to:


 


Jeff D. Blake, Esq. 


Wells Fargo Law Department,
D1053-300 


301 South College
St. 


Charlotte, North Carolina
28288


 


In the case of the General Master
Servicer:


 


Wells Fargo Bank,
National Association 


Commercial Mortgage
Servicing 


Three Wells Fargo 


MAC D1050-084 


401 South Tryon Street,
8th Floor 


Charlotte, North Carolina
28202 


Attention: WFCM 2017-RC1
Asset Manager 


Email: commercial.servicing@wellsfargo.com


 


and a copy to:


 


Mayer Brown LLP


 






    	-447- 



     


    

 


214 North Tryon Street,
Suite 3800 


Charlotte, North Carolina
28202 


Attention: Christopher
J. Brady, Esq.


 


In the case of the NCB Master
Servicer:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with a copy to:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3479

Email: mwehland@ncb.coop


 


In the case of the General Special
Servicer:


 


LNR Partners, LLC 


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


or with respect solely to e-mail pursuant to Section 3.13(c)
and Section 13.10 to inquiries@lnrproperty.com


 


In the case of the NCB Special
Servicer:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 






    	-448- 



     


    

 


with a copy to:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3479

Email: mwehland@ncb.coop


 


In the case of the Directing
Certificateholder:


 


Argentic Securities Income USA LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Mark Sweeney

Facsimile number: 646 560-1759

Email: msweeney@argenticmgmt.com


 


In the case of the Risk Retention
Consultation Party:


 


c/o Wells Fargo Securities, LLC

10 S. Wacker Drive, 32nd Floor, N8405-320

Chicago, Illinois 60606

Attention: Brigid Mattingly

Email: Brigid.mattingly@wellsfargo.com


 


with a copy to:



Jeff D. Blake, Esq.

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28288


 


In the case of the Trustee:


 


Wilmington Trust,
National Association 


1100 North Market
Street 


Wilmington, Delaware
19890 


Attention: CMBS Trustee
WFCM 2017-RC1


 


with a copy to:


 


CMBSTrustee@wilmingtontrust.com 


Facsimile No.: (302)
636-4140


 


In the case of the Certificate
Administrator:


 


Wells Fargo Bank, National
Association


 






    	-449- 



     


    

 


9062 Old Annapolis
Road 


Columbia, Maryland
21045 


Attention: Corporate
Trust Services – WFCM 2017-RC1


 


with a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com 


trustadministrationgroup@wellsfargo.com


 


In the case of the Custodian:


 


Wells Fargo Bank,
National Association 


1055 10th Avenue SE 


Minneapolis, Minnesota
55414 


Attention: Document
Custody Group – WFCM 2017-RC1 


with a copy to cmbscustody@wellsfargo.com


 


In the case of the Mortgage Loan Sellers:


 


1.             Rialto
Mortgage Finance, LLC 


600 Madison Avenue,
12th Floor 


New York, New York
10022 


Attention: Kenneth
M. Gorsuch, Executive Director


 


2.             Wells
Fargo Bank, National Association





301 South College
St. 


Charlotte, North Carolina
28288 


Attention: Wells Fargo
Commercial Mortgage Trust 2017-RC1, 


Commercial Mortgage
Pass-Through Certificates, Series 2017-RC1


 


with a copy to:


 


Jeff D. Blake, Esq.,
Senior Counsel 


Wells Fargo Law Department,
D1053-300 


301 South College
St. 


Charlotte, North Carolina,
28288


 


and a copy to:


 


Ross Stewart 


Wells Fargo Bank,
National Association 


333 Market Street,
17th Floor 


San Francisco, CA
94105 


Telephone number:
(415) 801-8505 


Email: ross.l.stewart@wellsfargo.com


 


3.            Argentic
Real Estate Finance LLC


 






    	-450- 



     


    

 


40 West 57th Street,
29th Floor 


New York, New York
10019 


Attention: Michael
Schulte 


Facsimile No.: (646)
560-1745


 


4.             National
Cooperative Bank, N.A. 


2011 Crystal Drive,
Suite 800 


Arlington, Virginia
22202-3709 


Attention: Kathleen
Luzik 


Facsimile No.: (703)
647-3473


 


5.              C-III
Commercial Mortgage LLC 


5221 N. O’Connor
Blvd., Suite 600 


Irving, Texas 75039 


Attention: Jenna Vick
Unell, General Counsel 


Facsimile No.: (972)
868-5490


 


with a copy to:


 


C-III Capital Partners
LLC 


717 Fifth Avenue,
18th Floor 


New York, New York
10022 


Attention: Jeffrey
Cohen 


Facsimile No.: (212)
705-5001


 


and a copy to:


 


C-III Commercial Mortgage
LLC 


717 Fifth Avenue,
15th Floor 


New York, New York
10022 


Attention: Michael
Pierro 


Facsimile No.: (212)
705-5001


 


and a copy to:


 


C-III Commercial Mortgage
LLC 


717 Fifth Avenue,
18th Floor 


New York, New York
10022 


Attention: Paul Hughson 


Facsimile No.: (212)
705-5001


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:


 


Pentalpha Surveillance
LLC 


375 N. French Road,
Suite 100 


Amherst, New York,
14228 


Attention: WFCM 2017-RC1
Transaction Manager


 






    	-451- 



     


    

 


With a copy sent via
email to: notices@pentalphasurveillance.com with WFCM 2017-RC1 in the subject line


 


with a copy to:


 


Bass, Berry &
Sims PLC 


150 Third Avenue South 


Suite 2800 


Nashville, Tennessee
37201 


Attention: Jay H.
Knight 


Email: jknight@bassberry.com


 


In the case of any mezzanine
lender:


 


The address set forth
in the related Intercreditor Agreement.


 


In the case of any Companion
Loan Holder:


 


The address set forth
in the related Intercreditor Agreement.


 


To each such Person, such other address as may
hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)       Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The applicable Master Servicer or the applicable Special Servicer, as the case
may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably
requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense;
provided, however, that such other information is first provided to the 17g-5 Information Provider in accordance
with the procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall
not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices
or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the
rating by the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:


 


S&P Global Ratings 


55 Water Street, 41st
Floor 


New York, New York
10041 


Attention: Commercial
Mortgage Surveillance Manager


 






    	-452- 



     


    

 


Email: cmbs_info_17g5@standardandpoors.com


 


Moody’s Investors
Service, Inc. 


7 World Trade Center 


250 Greenwich Street 


New York, New York
10007 


Attention: Commercial
Mortgage Surveillance Group


 E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc. 


33 Whitehall Street 


New York, New York
10004 


Attention: Commercial
Mortgage Surveillance Group 


Facsimile No.: (212)
635-0295 


E-mail: info.cmbs@fitchratings.com


 


DBRS, Inc. 


333 West Wacker Drive,
Suite 1800 


Chicago, Illinois
60606 


Attention: Commercial
Mortgage Surveillance 


Facsimile No.: (312)
332-3492 


Email: cmbs.surveillance@DBRS.com


 


Section
13.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section
13.07 Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall
constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan,
however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have
granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and
interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds
thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause
to be filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly
following the initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to
the extent reasonable), prepare and file continuation statements with respect thereto, in each case in the six-month period prior
to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner
with the Certificate Administrator in the preparation and filing of such continuation statements. This Section 13.07


 



    	-453- 



     


    

 


shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the applicable
UCC.


 


Section
13.08 Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure
to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its
respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act
Reporting Party (with respect to its rights under Article XI of this Agreement) and each Initial Purchaser is an intended
third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including,
without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)       Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)       Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)       Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section
13.09 Article and Section Headings. The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.


 


Section
13.10 Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to
Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the
extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)       any
material change or amendment to this Agreement;


 


(ii)       the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)      the
resignation or termination of the Certificate Administrator, either Master Servicer, the Asset Representations Reviewer or either
Special Servicer; and


 






    	-454- 



     


    

 


(iv)      the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)       The
Master Servicers shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)        the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)       any
change in the location of the Collection Accounts;


 


(iii)      any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)      any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)       any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)      any
material damage to any Mortgaged Property;


 


(vii)     any
assumption with respect to a Mortgage Loan; and


 


(viii)    any
release or substitution of any Mortgaged Property.


 


(c)       The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       The
Trustee, the Certificate Administrator, either Master Servicer and either Special Servicer, as applicable, shall furnish to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and
thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicers or Special
Servicers, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
either Master Servicer and either Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with
respect to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require
a party to provide duplicative notices or copies


 






    	-455- 



     


    

 


to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by either Master Servicer or either Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify such
Master Servicer or such Special Servicer when such information, report, notice or document has been posted. The applicable Master
Servicer or the applicable Special Servicer, as the case may be, may, but shall not be obligated to send such information, report,
notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided
to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to
the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    	-456- 



     


    


 


IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the
day and year first above written.


 







	 	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., Depositor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, General Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	LNR PARTNERS, LLC, General Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	NATIONAL COOPERATIVE BANK, N.A., NCB Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	NATIONAL COOPERATIVE BANK, N.A., NCB Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 


WFCM 2017-RC1 – Pooling and Servicing Agreement


 






     


     


    

 



	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


WFCM 2017-RC1 –
Pooling and Servicing Agreement


 





     


     


    

 





	STATE OF	)
	 	)          ss.:
	COUNTY OF	) 


 


On the ___ day of ________, ____,
before me, a notary public in and for said State, personally appeared _______________________ known to me to be a ________________
of Wells Fargo Commercial Mortgage Securities, Inc., a corporation, that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	 	NOTARY PUBLIC
	 	 	 
	[SEAL]	 
	 	 	 
	My commission expires:	 
		 



 


WFCM 2017-RC1 – Pooling and Servicing Agreement




 





     


     


    

 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	) 





 


On the ___ day of ________, ____,
before me, a notary public in and for said State, personally appeared _______________________ known to me to be a ________________
of Wells Fargo Bank, National Association, a national banking association, and also known to me to be the person who executed it
on behalf of such national banking association, and acknowledged to me that such national banking association executed the within
instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	 	NOTARY PUBLIC
	 	 	
	[SEAL]	 
	 	 	 
	My commission expires:	 
		 



 


WFCM 2017-RC1 – Pooling and Servicing Agreement


 



     


     


    

 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	) 





 


On the ___ day of ________, ____,
before me, a notary public in and for said State, personally appeared _______________________ known to me to be a ________________
of LNR Partners, LLC, a limited liability company, that executed the within instrument, and also known to me to be the person who
executed it on behalf of such limited liability company, and acknowledged to me that such limited liability company executed the
within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	 
	 	 	NOTARY PUBLIC
	 	 	
	[SEAL]	 
	 	 	 
	My commission expires:	 
		 


 


WFCM 2017-RC1 – Pooling and Servicing Agreement


 




     


     


    

 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	) 





 


On the ___ day of ________, ____,
before me, a notary public in and for said State, personally appeared _______________________ known to me to be a ________________
of National Cooperative Bank, N.A., a national banking association, that executed the within instrument, and also known to me to
be the person who executed it on behalf of such national banking association, and acknowledged to me that such limited liability
company executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	 	NOTARY PUBLIC
	 	 	
	[SEAL]	 
	 	 	 
	My commission expires:	 
		 



 


WFCM 2017-RC1 – Pooling and Servicing Agreement


 








     


     


    

 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	) 





 


On the ___ day of ________, ____,
before me, a notary public in and for said State, personally appeared _______________________ known to me to be a ________________
of Wells Fargo Bank, National Association, a national banking association, that executed the within instrument, and also known
to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	 
	 	 	NOTARY PUBLIC
	 	 	 
	[SEAL]	 
	 	 	 
	My commission expires:	 
		 


 


WFCM 2017-RC1 – Pooling and Servicing Agreement


 




     


     


    

 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	) 





 


On the ___ day of ________, ____,
before me, a notary public in and for said State, personally appeared _______________________ known to me to be a ________________
of Wilmington Trust, National Association, a national banking association, that executed the within instrument, and also known
to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	 	NOTARY PUBLIC
	 	 	 
	[SEAL]	 
	 	 	 
	My commission expires:	 
		 





 


WFCM 2017-RC1 – Pooling and Servicing Agreement


 




     


     


    

 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	) 


 


On the ___ day of ________, ____,
before me, a notary public in and for said State, personally appeared _______________________ known to me to be a ________________
of Pentalpha Surveillance LLC, a limited liability company, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such limited liability company, and acknowledged to me that such limited liability company
executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	 
	 	 	NOTARY PUBLIC
	 	 	 
	[SEAL]	 
	 	 	 
	My commission expires:	 
		 


 


WFCM 2017-RC1 – Pooling and Servicing Agreement


 






     


     


    

 




 


EXHIBIT A-1



FORM OF CLASS [__]CERTIFICATE


 


CLASS [__]


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2017-RC1


 


COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES


 


SERIES 2017-RC1,
CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES
OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S X-A, X-B, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE
FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF


 





 






1
       Temporary Regulation S Book-Entry Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.



 



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BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES
OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S X-A, X-B, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 





 






3       Book-Entry
Certificate legend.


 






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[FOR CLASS X-E, CLASS E, CLASS X-F, CLASS
F, CLASS X-G AND CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY
PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT
OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET
WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR REGULAR CERTIFICATES: THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES: THE PORTION
OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS
ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE
RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 






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[FOR CLASS X CERTIFICATES: THIS CLASS [X-A][X-B][X-D][X-E][X-F][X-G]
CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-4 AND CLASS A-SB CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S,
CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-F CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-G CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 






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[FOR CLASS X CERTIFICATES: THE NOTIONAL AMOUNT
ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D][X-E][X-F][X-G] CERTIFICATES IS BASED WILL BE REDUCED
AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS X-E, CLASS E, CLASS X-F, CLASS F, CLASS X-G AND CLASS G): THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, [CLASS A-S, CLASS
B, CLASS C, CLASS D, CLASS X-E, CLASS E, CLASS X-F AND CLASS F] CERTIFICATES AS AND TO THE EXTENT SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






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        PASS-THROUGH RATE:
        [[____]% per annum] [FOR CLASS [ X-A, X-B, C, X-D, X-E, X-F or X-G]]: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT]

         

        INITIAL [CERTIFICATE
        BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[          ]

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS
        SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE: MARCH
        14, 2017

         

        FIRST DISTRIBUTION
        DATE: 

        APRIL 17, 2017

         

        APPROXIMATE AGGREGATE
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES AS OF THE CLOSING DATE: $[_________]

         
	 	
        GENERAL MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL
        SERVICER: 

        LNR PARTNERS, LLC

         

        NCB MASTER SERVICER
        AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR
        AND ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [           ]

         

        ISIN NO.: [           ]

         

        COMMON CODE NO.:
        [           ]

         

        CERTIFICATE
NO.: [_] - ______






 






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CLASS [__] CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS FARGO
COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017
(the “Pooling and Servicing Agreement”), between WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the
Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 






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[FOR REGULAR CERTIFICATES: This
Certificate represents a “regular interest” in two “real estate mortgage investment conduits”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.]


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2,
A-3, A-4, A-SB, A-S, B, C, D, E, F AND G): principal and] interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
[FOR CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, X-A AND X-B CERTIFICATES: Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount]
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F AND G): Principal and interest] allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and


 



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Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






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Subject to the terms of the Pooling
and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $[FOR CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B AND C: 10,000][FOR CLASS D, E, F AND G CERTIFICATES: 100,000][FOR
CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 






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(iv)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize the risk
of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RR Interest) or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Companion Loan
not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 






    A-1-11


     


    

 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for
so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than
any Excluded DCH Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv) or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 






    A-1-12


     


    

 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)
       reduce in any manner the amount of, or delay the timing of, payments received on
the Mortgage Loans or Whole Loans that are required to be distributed on a Certificate of any Class without the consent of
the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such
Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers or the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the


 



    A-1-13


     


    

 


Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC.


 


The Holders of the majority of
the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the right, with the consent of
the Master Servicers, to exchange all of its Certificates (other than the Class R Certificates and the RR Interest) together with
the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the


 



    A-1-14


     


    

 


Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-1-15


     


    

 







IN WITNESS WHEREOF, the Certificate Registrar has
caused this Certificate to be duly executed under this official seal.


 


	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
    Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


Dated:
March 14, 2017


 

CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 



    A-1-16


     


    







 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM 	- 	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT 	- 	as tenants by the entireties	 	  (Cust)
	JT TEN	- 	as joint tenants with rights of 	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in 	 
	 	 	common	Act __________________________
	 	 	 	 	(State)	 


 


Additional abbreviations may also be used though not in
the above list.


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto ____________________________________________


 


	(Please insert Social Security or other identifying number of Assignee) 
	 
	 (Please print or typewrite name and address of assignee)
	 
	 


the within Certificate and does
hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated: _______________                        	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


	 	 
	SIGNATURE GUARANTEED 	 


 


The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.


 






    A-1-17


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________
account number _______________ or, if mailed by check, to ____________________________.  Statements should be mailed
to _______________________________________________________________.  This information is provided by assignee named above,
or ______________________________, as its agent.















 



    A-1-18


     


    




 





EXHIBIT A-2



FORM OF CLASS R CERTIFICATE


 


CLASS R


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2017-RC1


 


COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES


 


SERIES 2017-RC1,
CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES
LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE


 



    A-2-1


     


    

 


INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF
EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH


 



    A-2-2


     


    

 


DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.]


 






    A-2-3


     


    

 





	
        PERCENTAGE INTEREST
        EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS
        SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE: MARCH
        14, 2017

         

        FIRST DISTRIBUTION
DATE: APRIL 17, 2017

         

        CLASS R PERCENTAGE
        INTEREST: [100%]

         
	 	
        GENERAL MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER: LNR PARTNERS, LLC

         

        NCB MASTER SERVICER
        AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR
        AND ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [           ]

         

        ISIN NO.: [           ]

         

        CERTIFICATE
NO.: R-____






 






    A-2-4


     


    

 


CLASS R CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof,
the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as
security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS FARGO
COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [____________________] is the
registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), between
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the
NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the
quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the
aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 






    A-2-5


     


    

 


This Class R Certificate represents
a “residual interest” in two “real estate mortgage investment conduits”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of
this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be
the “tax matters person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate
Administrator is hereby irrevocably designated and shall serve (i) as attorney-in-fact and agent for any such Person that is the
“tax matters person” and (ii) as the “partnership representative” for each Trust REMIC within the meaning
of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs).


 


Pursuant to the terms of the
Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator in an
amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and to the
extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to the Person
in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only


 



    A-2-6


     


    

 


upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Each Person who has or who acquires
any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to
have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate
are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate
shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”),
a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”)
or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate Registrar of any change or impending change to
such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar
shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives,
(i) an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee
Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing
and warranting, among other things, that such Transferee is not a Disqualified


 



    A-2-7


     


    

 


Organization or Agent thereof or a Disqualified
Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(o) of the Pooling and Servicing Agreement and agrees
to be bound by them and (ii) a certificate substantially in the form attached to the Pooling and Servicing Agreement as Exhibit
F-1 from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting,
among other things, that such Transferee is not an ERISA Prohibited Holder; (C) notwithstanding the delivery of a Transferee Affidavit
by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee
is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer
of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that,
among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee
Affidavit are false.


 


The Class R Certificates will
be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus


 



    A-2-8


     


    

 


(or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize the risk
of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Companion Loan
not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 






    A-2-9


     


    

 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for
so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than
any Excluded DCH Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 






    A-2-10


     


    

 


(xi)      to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)    
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or
Whole Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the
Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced


 



    A-2-11


     


    

 


Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers or the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC.


 


The Holders of the majority of
the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the right, with the consent of
the Master Servicers, to exchange all of its Certificates (other than the Class R Certificates and the RR Interest) together with
the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






    A-2-12


     


    

 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-2-13


     


    

 




IN WITNESS WHEREOF, the Certificate Registrar has
caused this Certificate to be duly executed under this official seal.


 


	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
    Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: March 14, 2017

 

CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 



    A-2-14


     


    







 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM 	- 	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT 	- 	as tenants by the entireties	 	  (Cust)
	JT TEN	- 	as joint tenants with rights of 	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in 	 
	 	 	common	Act __________________________
	 	 	 	 	(State)	 


 


Additional abbreviations may also be used though not in
the above list.


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto ____________________________________________


 


	(Please insert Social Security or other identifying number of Assignee) 
	 
	 (Please print or typewrite name and address of assignee)
	 
	 


the within Certificate and does
hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated: _______________                        	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


	 	 
	SIGNATURE GUARANTEED 	 


 


The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.


 






    A-2-15


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:





Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________
account number _______________ or, if mailed by check, to ____________________________.  Statements should be mailed
to _______________________________________________________________.  This information is provided by assignee named above,
or ______________________________, as its agent.


 




    A-2-16


     


    

 


EXHIBIT A-3



FORM OF RR INTEREST


 


RR INTEREST


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2017-RC1


 


COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES


 


SERIES 2017-RC1,
RR INTEREST


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING
THE RR INTEREST TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING
THE RR INTEREST TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS
IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO BELOW.]5


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE


 


 






4
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


5
       Book-Entry Certificate legend.


 




    A-3-1


     


    

 


INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE
144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS


 



    A-3-2


     


    

 


INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-3-3


     


    

 





	
        PASS-THROUGH RATE:
        VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL CERTIFICATE
        BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[          ]

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS
        SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE: MARCH
        14, 2017

         

        FIRST DISTRIBUTION
DATE: APRIL 17, 2017

         

        APPROXIMATE
AGGREGATE 

CERTIFICATE BALANCE OF THE RR INTEREST

AS OF THE CLOSING DATE: $[_________]
	 	
        GENERAL MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER: LNR PARTNERS, LLC

         

        NCB MASTER SERVICER
        AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR
        AND ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE NO.:
        RR-____

         

	 	 	 





 






    A-3-4


     


    

 


RR INTEREST


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account and the REO Accounts, formed and
sold by


 


WELLS FARGO
COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: WELLS FARGO BANK,
NATIONAL ASSOCIATION] is the registered owner of the interest evidenced by this Certificate in the RR Interest issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
between WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special
Servicer, the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset
Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case


 



    A-3-5


     


    

 


of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in two “real estate mortgage investment conduits”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of
this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Aggregate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Retained Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses allocated to the RR Interest
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans a, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to


 



    A-3-6


     


    

 


time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Retained Certificate Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee in
the form set forth in the Pooling and Servicing Agreement, countersigned by the Risk Retention Consultation Party and (ii) a certificate
from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


The RR Interest will be issued
in fully registered, certificated form in minimum denominations of $1, and in integral multiples of $0.01 in excess thereof, with
one Certificate of


 



    A-3-7


     


    

 


each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of
such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)     
  to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in
any provision of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize the
risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel


 



    A-3-8


     


    

 


(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Companion
Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for
so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than
any Excluded


 



    A-3-9


     


    

 


DCH Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii),
(iii) or (iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of


 



    A-3-10


     


    

 


modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)     
  reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any
such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of
the Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers or the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC.


 






    A-3-11


     


    

 


The Holders of the majority of
the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the right, with the consent of
the Master Servicers, to exchange all of its Certificates (other than the Class R Certificates and the RR Interest) together with
the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    A-3-12


     


    

 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-3-13


     


    

 




IN WITNESS WHEREOF, the Certificate Registrar has
caused this Certificate to be duly executed under this official seal.


 


	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
    Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: March 14, 2017

 

CERTIFICATE OF AUTHENTICATION


 


THIS IS PART OF THE RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 



    A-3-14


     


    







 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM 	- 	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT 	- 	as tenants by the entireties	 	  (Cust)
	JT TEN	- 	as joint tenants with rights of 	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in 	 
	 	 	common	Act __________________________
	 	 	 	 	(State)	 


 


Additional abbreviations may also be used though not in
the above list.


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto ____________________________________________


 


	(Please insert Social Security or other identifying number of Assignee) 
	 
	 (Please print or typewrite name and address of assignee)
	 
	 


the within Certificate and does
hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated: _______________                        	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 






    A-3-15


     


    

 

	 	 
	SIGNATURE GUARANTEED 	 


 


The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.


 






    A-3-16


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The assignee should include
the following for purposes of distribution:





Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________
account number _______________ or, if mailed by check, to ____________________________.  Statements should be mailed
to _______________________________________________________________.  This information is provided by assignee named above,
or ______________________________, as its agent.


 






    A-3-17


     


    

 





 


EXHIBIT B



MORTGAGE LOAN SCHEDULE


 




    	B-1 



     

    

 







	Wells
    Fargo Commercial Mortgage Trust 2017-RC1	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Address	City	State	Zip
    Code	County	General
    Property Type	Number
    of Units	Unit
    of Measure	Original
    Principal Balance ($)	Cut-off
    Date Principal Balance ($)
	1	RMF	Hyatt
    Place Portfolio	Various	Various	Various	Various	Various	Hospitality	754	Rooms	55,000,000.00	55,000,000.00
	1.01	RMF	Hyatt
    Place Greenville	40
    West Orchard Park Drive	Greenville	SC	29615	Greenville	Hospitality	126	Rooms	11,550,000.00	 
	1.02	RMF	Hyatt
    Place Charlotte	7900
    Forest Point Boulevard	Charlotte	NC	28217	Mecklenburg	Hospitality	126	Rooms	11,350,000.00	 
	1.03	RMF	Hyatt
    Place Dallas	12411
    North Central Expressway	Dallas	TX	75243	Dallas	Hospitality	126	Rooms	9,500,000.00	 
	1.04	RMF	Hyatt
    Place Alpharetta	7500
    North Point Parkway	Alpharetta	GA	30022	Fulton	Hospitality	124	Rooms	9,300,000.00	 
	1.05	RMF	Hyatt
    Place Topeka	6021
    Southwest 6th Avenue	Topeka	KS	66615	Shawnee	Hospitality	126	Rooms	7,000,000.00	 
	1.06	RMF	Hyatt
    Place Roanoke	5040
    Valley View Boulevard	Roanoke	VA	24012	Roanoke	Hospitality	126	Rooms	6,300,000.00	 
	2	WFB	McLean
    Data Center Portfolio	1755-1757
    Old Meadow Road; 1764A Old Meadow Lane	McLean	VA	22102	Fairfax	Other	127,796	Sq.
    Ft.	51,000,000.00	51,000,000.00
	3	WFB	International
    Paper Global HQ	6420
    Poplar Avenue	Memphis	TN	38119	Shelby	Office	214,060	Sq.
    Ft.	38,350,000.00	38,350,000.00
	4	WFB	Preferred
    Freezer Vernon	4901
    Bandini Boulevard	Vernon	CA	90058	Los
    Angeles	Industrial	184,273	Sq.
    Ft.	33,000,000.00	33,000,000.00
	5	RMF	Promenade
    at Tutwiler Farm	1612
    Gadsden Highway	Trussville	AL	35235	Jefferson	Retail	223,153	Sq.
    Ft.	27,700,000.00	27,700,000.00
	6	AREF	Jamboree
    Business Center	5
    Peters Canyon Road	Irvine	CA	92606	Orange
    	Office	156,305	Sq.
    Ft.	25,800,000.00	25,800,000.00
	7	AREF	Cleveland
    Technology Center	1425,
    1555 & 1625 Rockwell Avenue	Cleveland	OH	44114	Cuyahoga
    	Other	270,185	Sq.
    Ft.	25,300,000.00	25,300,000.00
	8	RMF	Five
    Star Self-Storage Portfolio	Various	Various	Various	Various	Various	Self
    Storage	392,102	Sq.
    Ft.	24,500,000.00	24,466,524.11
	8.01	RMF	Lohr
    Circle	3060
    Lohr Circle	Ann
    Arbor	MI	48108	Washtenaw	Self
    Storage	70,300	Sq.
    Ft.	5,272,000.00	 
	8.02	RMF	Ferndale	3101
    Bermuda Street	Ferndale	MI	48357	Oakland	Self
    Storage	59,163	Sq.
    Ft.	5,206,100.00	 
	8.03	RMF	Airey
    Court	2200
    Airey Court	Ann
    Arbor	MI	48103	Washtenaw	Self
    Storage	63,675	Sq.
    Ft.	4,103,950.00	 
	8.04	RMF	Highland	1555
    North Milford Road	Highland
    Township	MI	48357	Oakland	Self
    Storage	70,864	Sq.
    Ft.	3,624,500.00	 
	8.05	RMF	Chesterland	11695
    Chillicothe Road	Chesterland	OH	44026	Geauga	Self
    Storage	54,205	Sq.
    Ft.	2,965,500.00	 
	8.06	RMF	Englewood	7533
    Salem Avenue	Clayton	OH	45315	Montgomery	Self
    Storage	44,425	Sq.
    Ft.	1,977,000.00	 
	8.07	RMF	Lansing	2715
    North Grand River Avenue	Lansing	MI	48906	Ingham	Self
    Storage	29,470	Sq.
    Ft.	1,350,950.00	 
	9	WFB	Carrollton
    Avenue Shopping Center	3600,
    3700 & 3800 South Carrollton Avenue; 8100 Palm Street; 2 & 3900 Dublin Street	New
    Orleans	LA	70118	Orleans
    Parish	Retail	206,069	Sq.
    Ft.	22,000,000.00	22,000,000.00
	10	AREF	The
    Strand on Ocean Drive	1052-1060
    Ocean Drive	Miami
    Beach	FL	33139	Miami-Dade
    	Retail	12,661	Sq.
    Ft.	20,000,000.00	20,000,000.00
	11	AREF	Palms
    of Carrollwood	13121
    - 13169 North Dale Mabry Highway	Tampa	FL	33618	Hillsborough	Retail	167,887	Sq.
    Ft.	18,720,000.00	18,720,000.00
	12	WFB	Whitehall
    Corporate Center VI	3525
    Whitehall Park Drive	Charlotte	NC	28273	Mecklenburg	Office	116,855	Sq.
    Ft.	14,400,000.00	14,364,342.28
	13	AREF	Britt
    Lakes	2920
    Cosmo Place	Fayetteville
    	NC	28304	Cumberland	Multifamily	216	Units	13,600,000.00	13,600,000.00
	14	AREF	Peachtree
    Mall	3131
    Manchester Expressway	Columbus	GA	31909	Muscogee	Retail	536,202	Sq.
    Ft.	11,555,560.46	11,352,803.87
	15	RMF	Summercrest
    Apartments	3950
    Hollister	Houston	TX	77080	Harris	Multifamily	355	Units	11,350,000.00	11,350,000.00
	16	NCB	9
    Barrow Owners Corp.	9
    Barrow Street	New
    York	NY	10014	New
    York	Multifamily	80	Units	11,000,000.00	11,000,000.00
	17	AREF	Crossroads
    Shopping Center	39405
    Fremont Boulevard	Fremont	CA	94538	Alameda
    	Retail	36,576	Sq.
    Ft.	10,000,000.00	9,970,644.29
	18	AREF	DoubleTree
    by Hilton Tempe	2100
    South Priest Drive	Tempe	AZ	85282	Maricopa	Hospitality	270	Rooms	9,600,000.00	9,569,103.29
	19	RMF	Beech
    Meadow Apartments	147
    Diplomat Court	Beech
    Grove	IN	46107	Marion	Multifamily	272	Units	9,500,000.00	9,500,000.00
	20	AREF	Brownstone
    Terrace	301
    East Brownstone Drive	Bloomington
    	IN	47408	Monroe
    	Multifamily	121	Units	9,450,000.00	9,436,374.25
	21	RMF	Holiday
    Inn Express & Suites Riverhead	1707
    Old Country Road	Riverhead	NY	11901	Suffolk	Hospitality	89	Rooms	9,000,000.00	8,987,192.77
	22	CIIICM	StaxUp
    Storage Homeland	30630
    Highway 74	Homeland	CA	92548	Riverside	Self
    Storage	91,354	Sq.
    Ft.	8,550,000.00	8,537,726.11
	23	RMF	Biltmore
    Apartments	2300
    Misty Ridge Circle	Arlington	TX	76011	Tarrant	Multifamily	186	Units	8,500,000.00	8,500,000.00
	24	RMF	Raghu
    Apartments	8655
    Pitner Road	Houston	TX	77080	Harris	Multifamily	234	Units	8,425,000.00	8,425,000.00
	25	RMF	Tri
    Retail Portfolio	Various	Various	Various	Various	Various	Retail	23,807	Sq.
    Ft.	8,350,000.00	8,350,000.00
	25.01	RMF	Target
    Shadow Anchored Outlot	3871-3875
    East Main Street	St.
    Charles	IL	60174	Kane	Retail	8,486	Sq.
    Ft.	3,000,000.00	 
	25.02	RMF	Sherwin
    Williams Anchored	1475
    Veterans Parkway	Jeffersonville	IN	47130	Clark	Retail	9,498	Sq.
    Ft.	2,900,000.00	 
	25.03	RMF	Promenade
    at Castle Rock	832
    New Memphis Court	Castle
    Rock	CO	80108	Douglas	Retail	5,823	Sq.
    Ft.	2,450,000.00	 
	26	WFB	Security
    Public Storage - Brea	502
    Apollo Street	Brea	CA	92821	Orange	Self
    Storage	77,292	Sq.
    Ft.	7,900,000.00	7,888,220.53
	27	RMF	The
    Rochester Apartments	2604
    Furrs Street	Arlington	TX	76006	Tarrant	Multifamily	168	Units	7,250,000.00	7,250,000.00
	28	AREF	Grinnell
    Water Works	1435
    West Morehead Street	Charlotte	NC	28208	Mecklenburg
    	Office	52,377	Sq.
    Ft.	7,080,000.00	7,080,000.00
	29	CIIICM	Tharp
    Portfolio III	Various	Various	IN	Various	Various	Various	29,826	Sq.
    Ft.	6,750,000.00	6,750,000.00
	29.01	CIIICM	CVS
    Triangle Center	6975
    Pendelton Pike	Indianapolis	IN	46201	Marion	Retail	12,900	Sq.
    Ft.	2,975,000.00	 
	29.02	CIIICM	Southeastern
    & English	3101-3155
    English Avenue	Indianapolis	IN	46201	Marion	Retail	16,926	Sq.
    Ft.	2,157,000.00	 
	29.03	CIIICM	Fifth
    Third - Land Lease	5902
    US Highway 52	New
    Palestine	IN	46163	Hancock	Other	0	Sq.
    Ft.	1,110,000.00	 
	29.04	CIIICM	Dunkin
    Donuts - Land Lease	3850
    North Shadeland Avenue	Indianapolis	IN	46201	Marion	Other	0	Sq.
    Ft.	508,000.00	 
	30	RMF	Country
    Inn & Suites - Dearborn	24555
    Michigan Avenue	Dearborn	MI	48124	Wayne	Hospitality	100	Rooms	6,500,000.00	6,490,909.03
	31	NCB	Oceanview
    Towers Inc.	2652
    Cropsey Avenue a/k/a 2650-2672 Cropsey Avenue a/k/a 267 Bay 44th Street	Brooklyn	NY	11214	Kings	Multifamily	160	Units	6,100,000.00	6,089,708.87
	32	RMF	Holiday
    Inn Express & Suites Sedalia	4001
    West Broadway Boulevard	Sedalia	MO	65301	Pettis	Hospitality	76	Rooms	6,000,000.00	5,991,405.64
	33	AREF	Tulsa
    Shops	6921,
    6923, & 6925 East Admiral Place	Tulsa	OK	74115	Tulsa
    	Retail	91,907	Sq.
    Ft.	5,662,000.00	5,662,000.00
	34	WFB	Little
    York Plaza Shopping Center	1409
    and 1575 Little York Road	Houston	TX	77093	Harris	Retail	113,878	Sq.
    Ft.	5,581,000.00	5,581,000.00
	35	WFB	Haverstick
    Office Park	8200
    and 8250 Haverstick Road	Indianapolis	IN	46240	Marion	Office	80,696	Sq.
    Ft.	5,460,000.00	5,460,000.00
	36	AREF	118
    Flats Oval	1591,
    1595, 1599, and 1607 East 118th Street	Cleveland	OH	44106	Cuyahoga
    	Multifamily	32	Units	5,450,000.00	5,450,000.00
	37	RMF	Cypress
    Gardens MHC	1951
    Lake Daisy Road	Winter
    Haven	FL	33884	Polk	Manufactured
    Housing Community	269	Pads	5,000,000.00	4,988,667.02
	38	WFB	Victoria
    Place - CA	3144-3240
    Broadway Street	Eureka	CA	95501	Humboldt	Retail	42,595	Sq.
    Ft.	4,800,000.00	4,800,000.00
	39	CIIICM	Your
    Place Storage	11820
    Airline Drive	Houston	TX	77037	Harris	Self
    Storage	80,354	Sq.
    Ft.	4,775,000.00	4,775,000.00
	40	RMF	Indiana
    MHC Portfolio	Various	Various	IN	Various	Various	Manufactured
    Housing Community	230	Pads	4,700,000.00	4,689,690.08
	40.01	RMF	Berkshire
    Pointe	8000
    Berkshire Pointe Drive	New
    Salisbury	IN	47161	Harrison	Manufactured
    Housing Community	115	Pads	2,467,500.00	 
	40.02	RMF	Amberly
    Pointe	1232
    Birchtree Lane; 1135 South Taylor Mill Road	Scottsburg	IN	47170	Scott	Manufactured
    Housing Community	115	Pads	2,232,500.00	 
	41	WFB	West
    Wind Shopping Center	5510
    4th Street	Lubbock	TX	79416	Lubbock	Retail	41,086	Sq.
    Ft.	4,275,000.00	4,275,000.00
	42	RMF	Lithia
    Square	901
    Lithia Pinecrest Road	Brandon	FL	33511	Hillsborough	Retail	69,007	Sq.
    Ft.	4,000,000.00	3,990,570.08
	43	NCB	Rockville
    Tudor Apt. Corp.	12
    Hempstead Avenue	Rockville
    Centre	NY	11570	Nassau	Multifamily	78	Units	3,800,000.00	3,800,000.00
	44	NCB	60-104
    Owners Corp.	60-104
    Pinewood Road	Hartsdale	NY	10530	Westchester	Multifamily	89	Units	3,350,000.00	3,344,360.66
	45	NCB	55
    Lenox Tenants Corporation	55
    Lenox Road	Rockville
    Centre	NY	11570	Nassau	Multifamily	63	Units	3,300,000.00	3,289,483.96
	46	CIIICM	American
    Storage of Rockwall	4100
    East Interstate 30	Fate	TX	75087	Rockwall	Self
    Storage	48,250	Sq.
    Ft.	3,112,500.00	3,112,500.00
	47	NCB	Sunset
    Green Housing Corporation	159
    Hawthorne Avenue	Yonkers	NY	10705	Westchester	Multifamily	69	Units	3,000,000.00	2,991,380.99
	48	NCB	Westbrook
    Tenants Corporation	10
    Franklin Avenue and 22 Franklin Avenue	White
    Plains	NY	10601	Westchester	Multifamily	87	Units	3,000,000.00	2,991,110.82
	49	WFB	The
    Offices at Johns Creek	4255
    & 4265 Johns Creek Parkway	Suwanee	GA	30024	Forsyth	Office	21,947	Sq.
    Ft.	2,900,000.00	2,893,118.37
	50	NCB	Beach
    124 Apt. Inc. a/k/a Beach 124 Apt Inc.	125
    Beach 124th Street	Rockaway
    Park	NY	11694	Queens	Multifamily	67	Units	2,850,000.00	2,836,811.34
	51	NCB	345
    Bronx River Road Owners, Inc.	345
    Bronx River Road	Yonkers	NY	10704	Westchester	Multifamily	87	Units	2,500,000.00	2,500,000.00
	52	CIIICM	Leopard
    Mobile Home Park	8225
    Leopard Street	Corpus
    Christi	TX	78401	Nueces	Manufactured
    Housing Community	184	Pads	2,445,000.00	2,445,000.00
	53	NCB	Brigham
    Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.	2241/2257
    Plumb 1st Street, a/k/a 2234/2364 Gerristen Avenue	Brooklyn	NY	11229	Kings	Multifamily	107	Units	2,100,000.00	2,097,823.37
	54	NCB	Shore
    Road Apartment Corporation	485
    Pelham Road	New
    Rochelle	NY	10805	Westchester	Multifamily	59	Units	2,100,000.00	2,093,716.74
	55	NCB	Southridge
    Cooperative, Section 1, Inc.	33-05
    92nd Street, 33-25 92nd Street, 33-45 92nd Street, 33-04 93rd Street, 33-24 93rd Street, 33-44 93rd Street	Jackson
    Heights	NY	11372	Queens	Multifamily	359	Units	2,000,000.00	2,000,000.00
	56	NCB	323-325-327
    West 11th Street Owners Corp.	323,
    325 & 327 West 11th Street	New
    York	NY	10014	New
    York	Multifamily	36	Units	1,600,000.00	1,597,414.77
	57	NCB	156-168
    East 3rd Street Owners, Inc.	156-168
    East 3rd Street	New
    York	NY	10019	New
    York	Multifamily	60	Units	1,600,000.00	1,597,348.77
	58	CIIICM	Highland
    MHP	3000
    Frontage Road	Reedsport	OR	97467	Douglas	Manufactured
    Housing Community	74	Pads	1,425,000.00	1,421,700.60
	59	CIIICM	Airport
    Landing Apartments	12211
    Fondren Road	Houston	TX	77035	Harris	Multifamily	240	Units	3,600,000.00	1,410,079.24
	60	NCB	140
    Sullivan Cooperative Corp.	138-140
    Sullivan Street	New
    York	NY	10012	New
    York	Multifamily	9	Units	1,000,000.00	1,000,000.00


 




     


     

    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-RC1	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Loan
    Amortization Type	Monthly
    P&I Payment ($)	Interest
    Accrual Basis	Mortgage
    Rate	Administrative
    Fee Rate	Net
    Mortgage Rate	Payment
    Due Date	Stated
    Maturity Date or Anticipated Repayment Date	ARD
    Loan Maturity Date	ARD
    Mortgage Rate After Anticipated Repayment Date
	1	RMF	Hyatt
    Place Portfolio	Interest-only,
    Amortizing Balloon	310,216.63
    	Actual/360	5.44000%	0.03613%	5.40387%	6	2/6/2027	NAP	NAP
	1.01	RMF	Hyatt
    Place Greenville	 	 	 	 	 	 	 	 	 	 
	1.02	RMF	Hyatt
    Place Charlotte	 	 	 	 	 	 	 	 	 	 
	1.03	RMF	Hyatt
    Place Dallas	 	 	 	 	 	 	 	 	 	 
	1.04	RMF	Hyatt
    Place Alpharetta	 	 	 	 	 	 	 	 	 	 
	1.05	RMF	Hyatt
    Place Topeka	 	 	 	 	 	 	 	 	 	 
	1.06	RMF	Hyatt
    Place Roanoke	 	 	 	 	 	 	 	 	 	 
	2	WFB	McLean
    Data Center Portfolio	Interest-only,
    Balloon	196,922.57
    	Actual/360	4.57000%	0.01863%	4.55137%	11	12/11/2021	NAP	NAP
	3	WFB	International
    Paper Global HQ	Interest-only,
    Amortizing Balloon	199,820.66
    	Actual/360	4.74000%	0.01863%	4.72137%	11	1/11/2027	NAP	NAP
	4	WFB	Preferred
    Freezer Vernon	Interest-only,
    Balloon	136,342.71
    	Actual/360	4.89000%	0.01863%	4.87137%	11	1/11/2027	NAP	NAP
	5	RMF	Promenade
    at Tutwiler Farm	Interest-only,
    Balloon	115,849.48
    	Actual/360	4.95000%	0.01863%	4.93137%	6	12/6/2026	NAP	NAP
	6	AREF	Jamboree
    Business Center	Interest-only,
    Balloon	100,382.60
    	Actual/360	4.60500%	0.01863%	4.58637%	6	3/6/2027	NAP	NAP
	7	AREF	Cleveland
    Technology Center	Interest-only,
    Balloon	97,475.28
    	Actual/360	4.56000%	0.01863%	4.54137%	6	2/6/2022	NAP	NAP
	8	RMF	Five
    Star Self-Storage Portfolio	Amortizing
    Balloon	142,664.22
    	Actual/360	5.73000%	0.04613%	5.68387%	6	2/6/2027	NAP	NAP
	8.01	RMF	Lohr
    Circle	 	 	 	 	 	 	 	 	 	 
	8.02	RMF	Ferndale	 	 	 	 	 	 	 	 	 	 
	8.03	RMF	Airey
    Court	 	 	 	 	 	 	 	 	 	 
	8.04	RMF	Highland	 	 	 	 	 	 	 	 	 	 
	8.05	RMF	Chesterland	 	 	 	 	 	 	 	 	 	 
	8.06	RMF	Englewood	 	 	 	 	 	 	 	 	 	 
	8.07	RMF	Lansing	 	 	 	 	 	 	 	 	 	 
	9	WFB	Carrollton
    Avenue Shopping Center	Interest-only,
    Amortizing Balloon	117,966.34
    	Actual/360	4.99000%	0.01863%	4.97137%	11	1/11/2027	NAP	NAP
	10	AREF	The
    Strand on Ocean Drive	Interest-only,
    Amortizing Balloon	109,451.82
    	Actual/360	5.17000%	0.01863%	5.15137%	6	3/6/2027	NAP	NAP
	11	AREF	Palms
    of Carrollwood	Interest-only,
    Balloon	74,812.83
    	Actual/360	4.73000%	0.01863%	4.71137%	6	3/6/2027	NAP	NAP
	12	WFB	Whitehall
    Corporate Center VI	Amortizing
    Balloon	78,805.31
    	Actual/360	5.17000%	0.03113%	5.13887%	11	1/11/2027	NAP	NAP
	13	AREF	Britt
    Lakes	Interest-only,
    Amortizing Balloon	68,023.17
    	Actual/360	4.39000%	0.01863%	4.37137%	6	11/6/2026	NAP	NAP
	14	AREF	Peachtree
    Mall	Amortizing
    Balloon	60,637.77
    	Actual/360	3.94400%	0.01623%	3.92777%	6	12/6/2025	NAP	NAP
	15	RMF	Summercrest
    Apartments	Interest-only,
    Amortizing Balloon	63,238.69
    	Actual/360	5.33000%	0.01863%	5.31137%	6	1/6/2027	NAP	NAP
	16	NCB	9
    Barrow Owners Corp.	Interest-only,
    Balloon	36,804.17
    	Actual/360	3.96000%	0.09363%	3.86637%	1	3/1/2027	NAP	NAP
	17	AREF	Crossroads
    Shopping Center	Amortizing
    Balloon	60,670.55
    	Actual/360	6.11100%	0.01863%	6.09237%	6	12/6/2026	NAP	NAP
	18	AREF	DoubleTree
    by Hilton Tempe	Amortizing
    Balloon	55,275.14
    	Actual/360	5.62700%	0.01623%	5.61077%	6	12/6/2026	NAP	NAP
	19	RMF	Beech
    Meadow Apartments	Interest-only,
    Amortizing Balloon	54,597.42
    	Actual/360	5.61000%	0.01863%	5.59137%	6	2/6/2027	NAP	NAP
	20	AREF	Brownstone
    Terrace	Amortizing
    Balloon	52,066.25
    	Actual/360	5.23000%	0.01863%	5.21137%	6	2/6/2027	NAP	NAP
	21	RMF	Holiday
    Inn Express & Suites Riverhead	Amortizing
    Balloon	50,257.23
    	Actual/360	5.35000%	0.01863%	5.33137%	6	2/6/2027	NAP	NAP
	22	CIIICM	StaxUp
    Storage Homeland	Amortizing
    Balloon	47,319.39
    	Actual/360	5.27000%	0.01863%	5.25137%	11	2/11/2027	NAP	NAP
	23	RMF	Biltmore
    Apartments	Interest-only,
    Amortizing Balloon	47,571.06
    	Actual/360	5.37000%	0.05613%	5.31387%	6	1/6/2027	NAP	NAP
	24	RMF	Raghu
    Apartments	Interest-only,
    Amortizing Balloon	46,993.91
    	Actual/360	5.34000%	0.01863%	5.32137%	6	1/6/2027	NAP	NAP
	25	RMF	Tri
    Retail Portfolio	Interest-only,
    Amortizing Balloon	48,728.33
    	Actual/360	5.75000%	0.01863%	5.73137%	6	1/6/2027	NAP	NAP
	25.01	RMF	Target
    Shadow Anchored Outlot	 	 	 	 	 	 	 	 	 	 
	25.02	RMF	Sherwin
    Williams Anchored	 	 	 	 	 	 	 	 	 	 
	25.03	RMF	Promenade
    at Castle Rock	 	 	 	 	 	 	 	 	 	 
	26	WFB	Security
    Public Storage - Brea	Amortizing
    Balloon	42,071.58
    	Actual/360	4.93000%	0.01863%	4.91137%	11	2/11/2027	NAP	NAP
	27	RMF	The
    Rochester Apartments	Interest-only,
    Amortizing Balloon	40,484.99
    	Actual/360	5.35000%	0.05613%	5.29387%	6	1/6/2027	NAP	NAP
	28	AREF	Grinnell
    Water Works	Interest-only,
    Balloon	29,790.08
    	Actual/360	4.98000%	0.01863%	4.96137%	6	1/6/2027	NAP	NAP
	29	CIIICM	Tharp
    Portfolio III	Amortizing
    Balloon	37,441.16
    	Actual/360	5.29000%	0.01863%	5.27137%	11	3/11/2027	NAP	NAP
	29.01	CIIICM	CVS
    Triangle Center	 	 	 	 	 	 	 	 	 	 
	29.02	CIIICM	Southeastern
    & English	 	 	 	 	 	 	 	 	 	 
	29.03	CIIICM	Fifth
    Third - Land Lease	 	 	 	 	 	 	 	 	 	 
	29.04	CIIICM	Dunkin
    Donuts - Land Lease	 	 	 	 	 	 	 	 	 	 
	30	RMF	Country
    Inn & Suites - Dearborn	Amortizing
    Balloon	36,947.08
    	Actual/360	5.51000%	0.01863%	5.49137%	6	2/6/2027	NAP	NAP
	31	NCB	Oceanview
    Towers Inc.	Amortizing
    Balloon	26,682.80
    	Actual/360	4.31000%	0.09363%	4.21637%	1	1/1/2027	NAP	NAP
	32	RMF	Holiday
    Inn Express & Suites Sedalia	Amortizing
    Balloon	33,281.03
    	Actual/360	5.29000%	0.01863%	5.27137%	6	2/6/2027	NAP	NAP
	33	AREF	Tulsa
    Shops	Interest-only,
    Amortizing Balloon	30,446.77
    	Actual/360	5.01500%	0.01863%	4.99637%	6	3/6/2027	NAP	NAP
	34	WFB	Little
    York Plaza Shopping Center	Interest-only,
    Balloon	22,586.90
    	Actual/360	4.79000%	0.01863%	4.77137%	11	2/11/2027	NAP	NAP
	35	WFB	Haverstick
    Office Park	Interest-only,
    Amortizing Balloon	29,813.03
    	Actual/360	5.15000%	0.01863%	5.13137%	11	1/11/2027	NAP	NAP
	36	AREF	118
    Flats Oval	Interest-only,
    Amortizing Balloon	30,467.49
    	Actual/360	5.36000%	0.01863%	5.34137%	6	3/6/2027	NAP	NAP
	37	RMF	Cypress
    Gardens MHC	Amortizing
    Balloon	29,051.71
    	Actual/360	5.71000%	0.01863%	5.69137%	6	1/6/2027	NAP	NAP
	38	WFB	Victoria
    Place - CA	Interest-only,
    Amortizing Balloon	25,125.94
    	Actual/360	4.78000%	0.01863%	4.76137%	11	12/11/2026	NAP	NAP
	39	CIIICM	Your
    Place Storage	Interest-only,
    Amortizing Balloon	26,397.31
    	Actual/360	5.26000%	0.01863%	5.24137%	11	1/11/2027	NAP	NAP
	40	RMF	Indiana
    MHC Portfolio	Amortizing
    Balloon	27,907.50
    	Actual/360	5.91000%	0.01863%	5.89137%	6	1/6/2027	NAP	NAP
	40.01	RMF	Berkshire
    Pointe	 	 	 	 	 	 	 	 	 	 
	40.02	RMF	Amberly
    Pointe	 	 	 	 	 	 	 	 	 	 
	41	WFB	West
    Wind Shopping Center	Interest-only,
    Balloon	17,193.02
    	Actual/360	4.76000%	0.09613%	4.66387%	11	2/11/2027	NAP	NAP
	42	RMF	Lithia
    Square	Amortizing
    Balloon	22,636.33
    	Actual/360	5.47000%	0.01863%	5.45137%	6	1/6/2027	NAP	NAP
	43	NCB	Rockville
    Tudor Apt. Corp.	Amortizing
    Balloon	18,010.58
    	Actual/360	3.94000%	0.09363%	3.84637%	1	3/1/2027	NAP	NAP
	44	NCB	60-104
    Owners Corp.	Amortizing
    Balloon	14,674.95
    	Actual/360	4.32000%	0.09363%	4.22637%	1	1/1/2027	NAP	NAP
	45	NCB	55
    Lenox Tenants Corporation	Amortizing
    Balloon	15,040.41
    	Actual/360	3.62000%	0.09363%	3.52637%	1	1/1/2027	NAP	NAP
	46	CIIICM	American
    Storage of Rockwall	Interest-only,
    Amortizing Balloon	17,535.98
    	Actual/360	5.43000%	0.01863%	5.41137%	11	12/11/2026	NAP	NAP
	47	NCB	Sunset
    Green Housing Corporation	Amortizing
    Balloon	14,775.76
    	Actual/360	4.26000%	0.09363%	4.16637%	1	1/1/2027	NAP	NAP
	48	NCB	Westbrook
    Tenants Corporation	Amortizing
    Balloon	14,443.79
    	Actual/360	4.07000%	0.09363%	3.97637%	1	1/1/2027	NAP	NAP
	49	WFB	The
    Offices at Johns Creek	Amortizing
    Balloon	16,338.74
    	Actual/360	5.43000%	0.09613%	5.33387%	11	1/11/2027	NAP	NAP
	50	NCB	Beach
    124 Apt. Inc. a/k/a Beach 124 Apt Inc.	Amortizing
    Balloon	13,005.48
    	Actual/360	3.63000%	0.09363%	3.53637%	1	12/1/2026	NAP	NAP
	51	NCB	345
    Bronx River Road Owners, Inc.	Amortizing
    Balloon	12,342.44
    	Actual/360	4.28000%	0.09363%	4.18637%	1	3/1/2027	NAP	NAP
	52	CIIICM	Leopard
    Mobile Home Park	Interest-only,
    Amortizing Balloon	13,928.50
    	Actual/360	5.53000%	0.01863%	5.51137%	11	3/11/2027	NAP	NAP
	53	NCB	Brigham
    Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.	Amortizing
    Balloon	9,052.96
    	Actual/360	4.21000%	0.09363%	4.11637%	1	2/1/2027	NAP	NAP
	54	NCB	Shore
    Road Apartment Corporation	Amortizing
    Balloon	10,037.83
    	Actual/360	4.01000%	0.09363%	3.91637%	1	1/1/2027	NAP	NAP
	55	NCB	Southridge
    Cooperative, Section 1, Inc.	Fully
    Amortizing	20,516.24
    	Actual/360	4.28000%	0.09363%	4.18637%	1	3/1/2027	NAP	NAP
	56	NCB	323-325-327
    West 11th Street Owners Corp.	Amortizing
    Balloon	7,861.67
    	Actual/360	4.24000%	0.09363%	4.14637%	1	2/1/2027	NAP	NAP
	57	NCB	156-168
    East 3rd Street Owners, Inc.	Amortizing
    Balloon	7,666.34
    	Actual/360	4.03000%	0.09363%	3.93637%	1	2/1/2027	NAP	NAP
	58	CIIICM	Highland
    MHP	Amortizing
    Balloon	8,162.66
    	Actual/360	5.58000%	0.01863%	5.56137%	11	1/11/2027	NAP	NAP
	59	CIIICM	Airport
    Landing Apartments	Fully
    Amortizing	30,201.52
    	Actual/360	8.04000%	0.01863%	8.02137%	1	6/1/2021	NAP	NAP
	60	NCB	140
    Sullivan Cooperative Corp.	Interest-only,
    Balloon	3,827.43
    	Actual/360	4.53000%	0.09363%	4.43637%	1	2/1/2027	NAP	NAP


 




     


     

    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-RC1	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Original
    Term to Maturity or ARD (Mos.)	Remaining
    Term to Maturity or ARD (Mos.)	Amortization
    Term (Original) (Mos.)	Amortization
    Term (Remaining) (Mos.)	Cross
    Collateralized and Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)	Engineering
    Escrow / Deferred Maintenance ($)	Tax
    Escrow (Initial)
	1	RMF	Hyatt
    Place Portfolio	120	119	360	360	NAP	L(23),GRTR
    1% or YM(90),O(7)	Fee	0	39,553
    	378,415
    
	1.01	RMF	Hyatt
    Place Greenville	 	 	 	 	 	 	 	 	 	 
	1.02	RMF	Hyatt
    Place Charlotte	 	 	 	 	 	 	 	 	 	 
	1.03	RMF	Hyatt
    Place Dallas	 	 	 	 	 	 	 	 	 	 
	1.04	RMF	Hyatt
    Place Alpharetta	 	 	 	 	 	 	 	 	 	 
	1.05	RMF	Hyatt
    Place Topeka	 	 	 	 	 	 	 	 	 	 
	1.06	RMF	Hyatt
    Place Roanoke	 	 	 	 	 	 	 	 	 	 
	2	WFB	McLean
    Data Center Portfolio	60	57	IO	IO	NAP	L(27),D(29),O(4)	Fee	0	408,431
    	70,962
    
	3	WFB	International
    Paper Global HQ	120	118	360	360	NAP	L(26),GRTR
    1% or YM(90),O(4)	Fee	5	0
    	0
    
	4	WFB	Preferred
    Freezer Vernon	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	5	0
    	0
    
	5	RMF	Promenade
    at Tutwiler Farm	120	117	IO	IO	NAP	L(24),GRTR
    1% or YM(92),O(4)	Fee	0	0
    	0
    
	6	AREF	Jamboree
    Business Center	120	120	IO	IO	NAP	L(24),D(91),O(5)	Fee	0	0
    	36,256
    
	7	AREF	Cleveland
    Technology Center	60	59	IO	IO	NAP	L(25),D(31),O(4)	Fee	0	82,000
    	0
    
	8	RMF	Five
    Star Self-Storage Portfolio	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	506,563
    	182,742
    
	8.01	RMF	Lohr
    Circle	 	 	 	 	 	 	 	 	 	 
	8.02	RMF	Ferndale	 	 	 	 	 	 	 	 	 	 
	8.03	RMF	Airey
    Court	 	 	 	 	 	 	 	 	 	 
	8.04	RMF	Highland	 	 	 	 	 	 	 	 	 	 
	8.05	RMF	Chesterland	 	 	 	 	 	 	 	 	 	 
	8.06	RMF	Englewood	 	 	 	 	 	 	 	 	 	 
	8.07	RMF	Lansing	 	 	 	 	 	 	 	 	 	 
	9	WFB	Carrollton
    Avenue Shopping Center	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0	0
    	0
    
	10	AREF	The
    Strand on Ocean Drive	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	58,217
    
	11	AREF	Palms
    of Carrollwood	120	120	IO	IO	NAP	L(24),D(93),O(3)	Fee	0	49,375
    	173,328
    
	12	WFB	Whitehall
    Corporate Center VI	120	118	360	358	NAP	L(26),D(90),O(4)	Fee	5	0
    	14,329
    
	13	AREF	Britt
    Lakes	120	116	360	360	NAP	L(28),D(87),O(5)	Fee	15	13,570
    	0
    
	14	AREF	Peachtree
    Mall	114	105	300	291	NAP	L(33),D(77),O(4)	Fee	0	0
    	0
    
	15	RMF	Summercrest
    Apartments	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0	231,011
    	35,755
    
	16	NCB	9
    Barrow Owners Corp.	120	120	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	17	AREF	Crossroads
    Shopping Center	120	117	360	357	NAP	L(27),D(90),O(3)	Fee	0	295,625
    	34,039
    
	18	AREF	DoubleTree
    by Hilton Tempe	120	117	360	357	NAP	L(27),D(90),O(3)	Fee	0	98,625
    	81,443
    
	19	RMF	Beech
    Meadow Apartments	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	34,875
    	65,350
    
	20	AREF	Brownstone
    Terrace	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	1,750
    	42,363
    
	21	RMF	Holiday
    Inn Express & Suites Riverhead	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	0
    	71,050
    
	22	CIIICM	StaxUp
    Storage Homeland	120	119	360	359	NAP	L(25),D(92),O(3)	Fee	0	0
    	37,307
    
	23	RMF	Biltmore
    Apartments	120	118	360	360	NAP	L(23),GRTR
    1% or YM(93),O(4)	Fee	0	4,125
    	17,590
    
	24	RMF	Raghu
    Apartments	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0	34,267
    	22,793
    
	25	RMF	Tri
    Retail Portfolio	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0	0
    	36,950
    
	25.01	RMF	Target
    Shadow Anchored Outlot	 	 	 	 	 	 	 	 	 	 
	25.02	RMF	Sherwin
    Williams Anchored	 	 	 	 	 	 	 	 	 	 
	25.03	RMF	Promenade
    at Castle Rock	 	 	 	 	 	 	 	 	 	 
	26	WFB	Security
    Public Storage - Brea	120	119	360	359	NAP	L(25),GRTR
    1% or YM or D(88),O(7)	Fee	0	0
    	0
    
	27	RMF	The
    Rochester Apartments	120	118	360	360	NAP	L(23),GRTR
    1% or YM(93),O(4)	Fee	0	172,003
    	15,831
    
	28	AREF	Grinnell
    Water Works	120	118	IO	IO	NAP	L(12),GRTR
    1% or YM(104),O(4)	Fee	0	0
    	5,087
    
	29	CIIICM	Tharp
    Portfolio III	120	120	360	360	NAP	L(24),D(93),O(3)	Fee	0	8,356
    	30,409
    
	29.01	CIIICM	CVS
    Triangle Center	 	 	 	 	 	 	 	 	 	 
	29.02	CIIICM	Southeastern
    & English	 	 	 	 	 	 	 	 	 	 
	29.03	CIIICM	Fifth
    Third - Land Lease	 	 	 	 	 	 	 	 	 	 
	29.04	CIIICM	Dunkin
    Donuts - Land Lease	 	 	 	 	 	 	 	 	 	 
	30	RMF	Country
    Inn & Suites - Dearborn	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	0
    	62,026
    
	31	NCB	Oceanview
    Towers Inc.	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	32	RMF	Holiday
    Inn Express & Suites Sedalia	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	0
    	17,097
    
	33	AREF	Tulsa
    Shops	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	25,843
    
	34	WFB	Little
    York Plaza Shopping Center	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5	0
    	37,554
    
	35	WFB	Haverstick
    Office Park	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	5	0
    	29,046
    
	36	AREF	118
    Flats Oval	120	120	360	360	NAP	L(24),D(93),O(3)	Fee	0	0
    	0
    
	37	RMF	Cypress
    Gardens MHC	120	118	360	358	NAP	L(26),D(90),O(4)	Fee	0	0
    	0
    
	38	WFB	Victoria
    Place - CA	120	117	360	360	NAP	L(27),D(89),O(4)	Fee	5	0
    	27,608
    
	39	CIIICM	Your
    Place Storage	120	118	360	360	NAP	L(26),D(91),O(3)	Fee	0	10,000
    	8,772
    
	40	RMF	Indiana
    MHC Portfolio	120	118	360	358	NAP	L(26),D(90),O(4)	Fee	0	5,500
    	8,681
    
	40.01	RMF	Berkshire
    Pointe	 	 	 	 	 	 	 	 	 	 
	40.02	RMF	Amberly
    Pointe	 	 	 	 	 	 	 	 	 	 
	41	WFB	West
    Wind Shopping Center	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0
    	15,838
    
	42	RMF	Lithia
    Square	120	118	360	358	NAP	L(26),D(89),O(5)	Fee	0	8,438
    	26,385
    
	43	NCB	Rockville
    Tudor Apt. Corp.	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	44	NCB	60-104
    Owners Corp.	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	116,082
    
	45	NCB	55
    Lenox Tenants Corporation	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	46	CIIICM	American
    Storage of Rockwall	120	117	360	360	NAP	L(27),D(90),O(3)	Fee	0	11,250
    	3,389
    
	47	NCB	Sunset
    Green Housing Corporation	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	48	NCB	Westbrook
    Tenants Corporation	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	49	WFB	The
    Offices at Johns Creek	120	118	360	358	NAP	L(26),GRTR
    1% or YM(90),O(4)	Fee	0	0
    	10,299
    
	50	NCB	Beach
    124 Apt. Inc. a/k/a Beach 124 Apt Inc.	120	117	360	357	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	51	NCB	345
    Bronx River Road Owners, Inc.	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	52	CIIICM	Leopard
    Mobile Home Park	120	120	360	360	NAP	L(24),D(93),O(3)	Fee	0	30,813
    	9,219
    
	53	NCB	Brigham
    Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	57,717
    
	54	NCB	Shore
    Road Apartment Corporation	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	23,999
    
	55	NCB	Southridge
    Cooperative, Section 1, Inc.	120	120	120	120	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	56	NCB	323-325-327
    West 11th Street Owners Corp.	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	57	NCB	156-168
    East 3rd Street Owners, Inc.	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    
	58	CIIICM	Highland
    MHP	120	118	360	358	NAP	L(26),D(91),O(3)	Fee	0	0
    	2,975
    
	59	CIIICM	Airport
    Landing Apartments	240	51	240	51	NAP	L(35),GRTR
    1% or YM(201),O(4)	Fee	5	0
    	43,256
    
	60	NCB	140
    Sullivan Cooperative Corp.	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0
    	0
    


 




     


     

    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-RC1	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Monthly
    Tax Escrow ($)	Tax
    Escrow - Cash or LoC	Tax
    Escrow - LoC Counterparty	Insurance
    Escrow (Initial)	Monthly
    Insurance Escrow ($)	Insurance
    Escrow - Cash or LoC	Insurance
    Escrow - LoC Counterparty	Upfront
    Replacement Reserve ($)	Monthly
    Replacement Reserve ($)(15)	Replacement
    Reserve Cap ($)
	1	RMF	Hyatt
    Place Portfolio	75,683
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	76,442
    	0
    
	1.01	RMF	Hyatt
    Place Greenville	 	 	 	 	 	 	 	 	 	 
	1.02	RMF	Hyatt
    Place Charlotte	 	 	 	 	 	 	 	 	 	 
	1.03	RMF	Hyatt
    Place Dallas	 	 	 	 	 	 	 	 	 	 
	1.04	RMF	Hyatt
    Place Alpharetta	 	 	 	 	 	 	 	 	 	 
	1.05	RMF	Hyatt
    Place Topeka	 	 	 	 	 	 	 	 	 	 
	1.06	RMF	Hyatt
    Place Roanoke	 	 	 	 	 	 	 	 	 	 
	2	WFB	McLean
    Data Center Portfolio	70,958
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	3	WFB	International
    Paper Global HQ	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	4	WFB	Preferred
    Freezer Vernon	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	5	RMF	Promenade
    at Tutwiler Farm	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	6	AREF	Jamboree
    Business Center	36,256
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	2,605
    	0
    
	7	AREF	Cleveland
    Technology Center	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	4,504
    	0
    
	8	RMF	Five
    Star Self-Storage Portfolio	29,007
    	Cash	NAP	24,956
    	0
    	Cash	NAP	0
    	1,941
    	0
    
	8.01	RMF	Lohr
    Circle	 	 	 	 	 	 	 	 	 	 
	8.02	RMF	Ferndale	 	 	 	 	 	 	 	 	 	 
	8.03	RMF	Airey
    Court	 	 	 	 	 	 	 	 	 	 
	8.04	RMF	Highland	 	 	 	 	 	 	 	 	 	 
	8.05	RMF	Chesterland	 	 	 	 	 	 	 	 	 	 
	8.06	RMF	Englewood	 	 	 	 	 	 	 	 	 	 
	8.07	RMF	Lansing	 	 	 	 	 	 	 	 	 	 
	9	WFB	Carrollton
    Avenue Shopping Center	7,934
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	859
    	0
    
	10	AREF	The
    Strand on Ocean Drive	11,643
    	Cash	NAP	7,107
    	592
    	Cash	NAP	0
    	158
    	0
    
	11	AREF	Palms
    of Carrollwood	34,666
    	Cash	NAP	9,043
    	9,043
    	Cash	NAP	0
    	3,638
    	0
    
	12	WFB	Whitehall
    Corporate Center VI	14,330
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	1,948
    	0
    
	13	AREF	Britt
    Lakes	14,729
    	Cash	NAP	37,541
    	3,128
    	Cash	NAP	0
    	4,500
    	162,000
    
	14	AREF	Peachtree
    Mall	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	15	RMF	Summercrest
    Apartments	17,026
    	Cash	NAP	118,044
    	10,220
    	Cash	NAP	300,000
    	8,875
    	500,000
    
	16	NCB	9
    Barrow Owners Corp.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	17	AREF	Crossroads
    Shopping Center	11,346
    	Cash	NAP	16,438
    	1,264
    	Cash	NAP	112,500
    	610
    	51,206
    
	18	AREF	DoubleTree
    by Hilton Tempe	27,148
    	Cash	NAP	67,366
    	6,737
    	Cash	NAP	0
    	1/12
    of 5.00% of annual operating income	0
    
	19	RMF	Beech
    Meadow Apartments	15,559
    	Cash	NAP	35,832
    	5,688
    	Cash	NAP	0
    	5,667
    	0
    
	20	AREF	Brownstone
    Terrace	10,591
    	Cash	NAP	14,212
    	3,553
    	Cash	NAP	0
    	3,025
    	0
    
	21	RMF	Holiday
    Inn Express & Suites Riverhead	16,917
    	Cash	NAP	69,096
    	5,982
    	Cash	NAP	0
    	12,866
    	0
    
	22	CIIICM	StaxUp
    Storage Homeland	7,461
    	Cash	NAP	4,307
    	538
    	Cash	NAP	0
    	1,142
    	0
    
	23	RMF	Biltmore
    Apartments	17,078
    	Cash	NAP	17,104
    	4,152
    	Cash	NAP	0
    	3,875
    	0
    
	24	RMF	Raghu
    Apartments	10,854
    	Cash	NAP	65,048
    	5,632
    	Cash	NAP	200,000
    	5,850
    	400,000
    
	25	RMF	Tri
    Retail Portfolio	11,730
    	Cash	NAP	1,283
    	611
    	Cash	NAP	0
    	298
    	0
    
	25.01	RMF	Target
    Shadow Anchored Outlot	 	 	 	 	 	 	 	 	 	 
	25.02	RMF	Sherwin
    Williams Anchored	 	 	 	 	 	 	 	 	 	 
	25.03	RMF	Promenade
    at Castle Rock	 	 	 	 	 	 	 	 	 	 
	26	WFB	Security
    Public Storage - Brea	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	27	RMF	The
    Rochester Apartments	15,370
    	Cash	NAP	15,466
    	3,754
    	Cash	NAP	0
    	3,500
    	0
    
	28	AREF	Grinnell
    Water Works	2,544
    	Cash	NAP	6,130
    	2,043
    	Cash	NAP	0
    	1,515
    	0
    
	29	CIIICM	Tharp
    Portfolio III	6,082
    	Cash	NAP	17,261
    	1,438
    	Cash	NAP	600
    	600
    	0
    
	29.01	CIIICM	CVS
    Triangle Center	 	 	 	 	 	 	 	 	 	 
	29.02	CIIICM	Southeastern
    & English	 	 	 	 	 	 	 	 	 	 
	29.03	CIIICM	Fifth
    Third - Land Lease	 	 	 	 	 	 	 	 	 	 
	29.04	CIIICM	Dunkin
    Donuts - Land Lease	 	 	 	 	 	 	 	 	 	 
	30	RMF	Country
    Inn & Suites - Dearborn	11,814
    	Cash	NAP	16,794
    	1,999
    	Cash	NAP	0
    	8,092
    	485,545
    
	31	NCB	Oceanview
    Towers Inc.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	32	RMF	Holiday
    Inn Express & Suites Sedalia	4,071
    	Cash	NAP	30,978
    	0
    	Cash	NAP	0
    	6,988
    	0
    
	33	AREF	Tulsa
    Shops	5,169
    	Cash	NAP	4,745
    	2,373
    	Cash	NAP	0
    	1,149
    	0
    
	34	WFB	Little
    York Plaza Shopping Center	18,777
    	Cash	NAP	31,036
    	3,449
    	Cash	NAP	0
    	3,646
    	0
    
	35	WFB	Haverstick
    Office Park	9,682
    	Cash	NAP	1,443
    	1,443
    	Cash	NAP	0
    	1,464
    	60,000
    
	36	AREF	118
    Flats Oval	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	667
    	0
    
	37	RMF	Cypress
    Gardens MHC	8,863
    	Cash	NAP	25,690
    	2,447
    	Cash	NAP	0
    	1,121
    	0
    
	38	WFB	Victoria
    Place - CA	6,902
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	791
    	18,984
    
	39	CIIICM	Your
    Place Storage	8,772
    	Cash	NAP	1,830
    	1,830
    	Cash	NAP	1,004
    	1,004
    	0
    
	40	RMF	Indiana
    MHC Portfolio	2,756
    	Cash	NAP	6,170
    	840
    	Cash	NAP	0
    	1,040
    	0
    
	40.01	RMF	Berkshire
    Pointe	 	 	 	 	 	 	 	 	 	 
	40.02	RMF	Amberly
    Pointe	 	 	 	 	 	 	 	 	 	 
	41	WFB	West
    Wind Shopping Center	7,919
    	Cash	NAP	20,115
    	2,786
    	Cash	NAP	24,660
    	685
    	24,660
    
	42	RMF	Lithia
    Square	8,376
    	Cash	NAP	15,392
    	2,094
    	Cash	NAP	0
    	1,150
    	0
    
	43	NCB	Rockville
    Tudor Apt. Corp.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	44	NCB	60-104
    Owners Corp.	15,337
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	45	NCB	55
    Lenox Tenants Corporation	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	46	CIIICM	American
    Storage of Rockwall	3,389
    	Cash	NAP	1,606
    	1,606
    	Cash	NAP	603
    	603
    	21,708
    
	47	NCB	Sunset
    Green Housing Corporation	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	48	NCB	Westbrook
    Tenants Corporation	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	49	WFB	The
    Offices at Johns Creek	3,433
    	Cash	NAP	1,078
    	538
    	Cash	NAP	0
    	530
    	20,000
    
	50	NCB	Beach
    124 Apt. Inc. a/k/a Beach 124 Apt Inc.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	51	NCB	345
    Bronx River Road Owners, Inc.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	52	CIIICM	Leopard
    Mobile Home Park	4,609
    	Cash	NAP	2,861
    	1,431
    	Cash	NAP	767
    	767
    	0
    
	53	NCB	Brigham
    Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.	19,239
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	54	NCB	Shore
    Road Apartment Corporation	7,165
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	55	NCB	Southridge
    Cooperative, Section 1, Inc.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	56	NCB	323-325-327
    West 11th Street Owners Corp.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	57	NCB	156-168
    East 3rd Street Owners, Inc.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	58	CIIICM	Highland
    MHP	1,488
    	Cash	NAP	475
    	475
    	Cash	NAP	308
    	308
    	0
    
	59	CIIICM	Airport
    Landing Apartments	12,601
    	Cash	NAP	33,918
    	10,542
    	Cash	NAP	0
    	5,000
    	120,000
    
	60	NCB	140
    Sullivan Cooperative Corp.	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    


 




     


     

    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-RC1	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Replacement
    Reserve Escrow - Cash or LoC	Replacement
    Reserve Escrow - LoC Counterparty	Upfront
    TI/LC Reserve ($)	Monthly
    TI/LC Reserve ($)	TI/LC
    Reserve Cap ($)	TI/LC
    Escrow - Cash or LoC	TI/LC
    Escrow - LoC Counterparty	Debt
    Service Escrow (Initial) ($)	Debt
    Service Escrow (Monthly) ($)	Debt
    Service Escrow - Cash or LoC
	1	RMF	Hyatt
    Place Portfolio	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	1.01	RMF	Hyatt
    Place Greenville	 	 	 	 	 	 	 	 	 	 
	1.02	RMF	Hyatt
    Place Charlotte	 	 	 	 	 	 	 	 	 	 
	1.03	RMF	Hyatt
    Place Dallas	 	 	 	 	 	 	 	 	 	 
	1.04	RMF	Hyatt
    Place Alpharetta	 	 	 	 	 	 	 	 	 	 
	1.05	RMF	Hyatt
    Place Topeka	 	 	 	 	 	 	 	 	 	 
	1.06	RMF	Hyatt
    Place Roanoke	 	 	 	 	 	 	 	 	 	 
	2	WFB	McLean
    Data Center Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	3	WFB	International
    Paper Global HQ	NAP	NAP	3,662,738
    	53,515
    	3,210,900
    	Cash	NAP	0
    	0
    	NAP
	4	WFB	Preferred
    Freezer Vernon	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	5	RMF	Promenade
    at Tutwiler Farm	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	6	AREF	Jamboree
    Business Center	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	7	AREF	Cleveland
    Technology Center	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	8	RMF	Five
    Star Self-Storage Portfolio	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	8.01	RMF	Lohr
    Circle	 	 	 	 	 	 	 	 	 	 
	8.02	RMF	Ferndale	 	 	 	 	 	 	 	 	 	 
	8.03	RMF	Airey
    Court	 	 	 	 	 	 	 	 	 	 
	8.04	RMF	Highland	 	 	 	 	 	 	 	 	 	 
	8.05	RMF	Chesterland	 	 	 	 	 	 	 	 	 	 
	8.06	RMF	Englewood	 	 	 	 	 	 	 	 	 	 
	8.07	RMF	Lansing	 	 	 	 	 	 	 	 	 	 
	9	WFB	Carrollton
    Avenue Shopping Center	Cash	NAP	0
    	6,010
    	216,372
    	Cash	NAP	0
    	0
    	NAP
	10	AREF	The
    Strand on Ocean Drive	Cash	NAP	250,000
    	1,055
    	0
    	Cash	NAP	0
    	0
    	NAP
	11	AREF	Palms
    of Carrollwood	Cash	NAP	0
    	12,500
    	600,000
    	Cash	NAP	0
    	0
    	NAP
	12	WFB	Whitehall
    Corporate Center VI	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	13	AREF	Britt
    Lakes	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	14	AREF	Peachtree
    Mall	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	15	RMF	Summercrest
    Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	16	NCB	9
    Barrow Owners Corp.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	17	AREF	Crossroads
    Shopping Center	Cash	NAP	8,750
    	3,810
    	228,600
    	Cash	NAP	0
    	0
    	NAP
	18	AREF	DoubleTree
    by Hilton Tempe	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	19	RMF	Beech
    Meadow Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	20	AREF	Brownstone
    Terrace	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	21	RMF	Holiday
    Inn Express & Suites Riverhead	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	22	CIIICM	StaxUp
    Storage Homeland	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	23	RMF	Biltmore
    Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	24	RMF	Raghu
    Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	25	RMF	Tri
    Retail Portfolio	Cash	NAP	0
    	1,865
    	0
    	Cash	NAP	0
    	0
    	NAP
	25.01	RMF	Target
    Shadow Anchored Outlot	 	 	 	 	 	 	 	 	 	 
	25.02	RMF	Sherwin
    Williams Anchored	 	 	 	 	 	 	 	 	 	 
	25.03	RMF	Promenade
    at Castle Rock	 	 	 	 	 	 	 	 	 	 
	26	WFB	Security
    Public Storage - Brea	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	27	RMF	The
    Rochester Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	28	AREF	Grinnell
    Water Works	Cash	NAP	100,000
    	4,329
    	200,000
    	Cash	NAP	0
    	0
    	NAP
	29	CIIICM	Tharp
    Portfolio III	Cash	NAP	1,265
    	1,265
    	100,000
    	Cash	NAP	0
    	0
    	NAP
	29.01	CIIICM	CVS
    Triangle Center	 	 	 	 	 	 	 	 	 	 
	29.02	CIIICM	Southeastern
    & English	 	 	 	 	 	 	 	 	 	 
	29.03	CIIICM	Fifth
    Third - Land Lease	 	 	 	 	 	 	 	 	 	 
	29.04	CIIICM	Dunkin
    Donuts - Land Lease	 	 	 	 	 	 	 	 	 	 
	30	RMF	Country
    Inn & Suites - Dearborn	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	31	NCB	Oceanview
    Towers Inc.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	32	RMF	Holiday
    Inn Express & Suites Sedalia	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	33	AREF	Tulsa
    Shops	Cash	NAP	0
    	3,753
    	0
    	Cash	NAP	0
    	0
    	NAP
	34	WFB	Little
    York Plaza Shopping Center	Cash	NAP	0
    	7,022
    	350,000
    	Cash	NAP	0
    	0
    	NAP
	35	WFB	Haverstick
    Office Park	Cash	NAP	150,000
    	8,320
    	350,000
    	Cash	NAP	0
    	0
    	NAP
	36	AREF	118
    Flats Oval	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	37	RMF	Cypress
    Gardens MHC	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	38	WFB	Victoria
    Place - CA	Cash	NAP	0
    	2,632
    	63,168
    	Cash	NAP	0
    	0
    	NAP
	39	CIIICM	Your
    Place Storage	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	40	RMF	Indiana
    MHC Portfolio	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	40.01	RMF	Berkshire
    Pointe	 	 	 	 	 	 	 	 	 	 
	40.02	RMF	Amberly
    Pointe	 	 	 	 	 	 	 	 	 	 
	41	WFB	West
    Wind Shopping Center	Cash	NAP	150,000
    	3,513
    	150,000
    	Cash	NAP	0
    	0
    	NAP
	42	RMF	Lithia
    Square	Cash	NAP	50,000
    	2,500
    	150,000
    	Cash	NAP	0
    	0
    	NAP
	43	NCB	Rockville
    Tudor Apt. Corp.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	44	NCB	60-104
    Owners Corp.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	45	NCB	55
    Lenox Tenants Corporation	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	46	CIIICM	American
    Storage of Rockwall	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	47	NCB	Sunset
    Green Housing Corporation	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	48	NCB	Westbrook
    Tenants Corporation	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	49	WFB	The
    Offices at Johns Creek	Cash	NAP	0
    	2,375
    	110,000
    	Cash	NAP	0
    	0
    	NAP
	50	NCB	Beach
    124 Apt. Inc. a/k/a Beach 124 Apt Inc.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	51	NCB	345
    Bronx River Road Owners, Inc.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	52	CIIICM	Leopard
    Mobile Home Park	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	53	NCB	Brigham
    Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	54	NCB	Shore
    Road Apartment Corporation	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	55	NCB	Southridge
    Cooperative, Section 1, Inc.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	56	NCB	323-325-327
    West 11th Street Owners Corp.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	57	NCB	156-168
    East 3rd Street Owners, Inc.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	58	CIIICM	Highland
    MHP	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	59	CIIICM	Airport
    Landing Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	60	NCB	140
    Sullivan Cooperative Corp.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP


 




     


     

    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-RC1	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Debt
    Service Escrow - LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow I (Initial) ($)	Other
    Escrow I (Monthly) ($)(11)(16)	Other
    Escrow I Cap ($)	Other
    Escrow I Escrow - Cash or LoC	Other  Escrow
    I - LoC Counterparty	Other
    Escrow II Reserve Description	Other
    Escrow II (Initial) ($)	Other
    Escrow II (Monthly) ($)
	1	RMF	Hyatt
    Place Portfolio	NAP	Property
    Improvement Plan (PIP) Reserve	3,557,583
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	1.01	RMF	Hyatt
    Place Greenville	 	 	 	 	 	 	 	 	 	 
	1.02	RMF	Hyatt
    Place Charlotte	 	 	 	 	 	 	 	 	 	 
	1.03	RMF	Hyatt
    Place Dallas	 	 	 	 	 	 	 	 	 	 
	1.04	RMF	Hyatt
    Place Alpharetta	 	 	 	 	 	 	 	 	 	 
	1.05	RMF	Hyatt
    Place Topeka	 	 	 	 	 	 	 	 	 	 
	1.06	RMF	Hyatt
    Place Roanoke	 	 	 	 	 	 	 	 	 	 
	2	WFB	McLean
    Data Center Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	3	WFB	International
    Paper Global HQ	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	4	WFB	Preferred
    Freezer Vernon	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	5	RMF	Promenade
    at Tutwiler Farm	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	6	AREF	Jamboree
    Business Center	NAP	Working
    Capital Reserve	900,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	7	AREF	Cleveland
    Technology Center	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	8	RMF	Five
    Star Self-Storage Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	8.01	RMF	Lohr
    Circle	 	 	 	 	 	 	 	 	 	 
	8.02	RMF	Ferndale	 	 	 	 	 	 	 	 	 	 
	8.03	RMF	Airey
    Court	 	 	 	 	 	 	 	 	 	 
	8.04	RMF	Highland	 	 	 	 	 	 	 	 	 	 
	8.05	RMF	Chesterland	 	 	 	 	 	 	 	 	 	 
	8.06	RMF	Englewood	 	 	 	 	 	 	 	 	 	 
	8.07	RMF	Lansing	 	 	 	 	 	 	 	 	 	 
	9	WFB	Carrollton
    Avenue Shopping Center	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	10	AREF	The
    Strand on Ocean Drive	NAP	Free
    Rent / Common Charges Reserve	566,051
    	14,531
    	0
    	Cash	NAP	Food
    Court Lease Reserve	3,100,000
    	0
    
	11	AREF	Palms
    of Carrollwood	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	12	WFB	Whitehall
    Corporate Center VI	NAP	Advantage
    Sales/ChassisLink/Home Point TILC Reserve	0
    	9,738
    	725,000
    	Cash	NAP	NAP	0
    	0
    
	13	AREF	Britt
    Lakes	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	14	AREF	Peachtree
    Mall	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	15	RMF	Summercrest
    Apartments	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	16	NCB	9
    Barrow Owners Corp.	NAP	Collateral
    Security Agreement for Capital Improvements	2,500,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	17	AREF	Crossroads
    Shopping Center	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	18	AREF	DoubleTree
    by Hilton Tempe	NAP	Carry
    Cost Reserve	225,210
    	0
    	225,210
    	Cash	NAP	Seasonal
    Working Capital Reserve	0
    	150,000
    
	19	RMF	Beech
    Meadow Apartments	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	20	AREF	Brownstone
    Terrace	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	21	RMF	Holiday
    Inn Express & Suites Riverhead	NAP	PIP
    Reserve	1,500,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	22	CIIICM	StaxUp
    Storage Homeland	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	23	RMF	Biltmore
    Apartments	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	24	RMF	Raghu
    Apartments	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	25	RMF	Tri
    Retail Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	25.01	RMF	Target
    Shadow Anchored Outlot	 	 	 	 	 	 	 	 	 	 
	25.02	RMF	Sherwin
    Williams Anchored	 	 	 	 	 	 	 	 	 	 
	25.03	RMF	Promenade
    at Castle Rock	 	 	 	 	 	 	 	 	 	 
	26	WFB	Security
    Public Storage - Brea	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	27	RMF	The
    Rochester Apartments	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	28	AREF	Grinnell
    Water Works	NAP	Interact
    Skills TI Reserve	11,498
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	29	CIIICM	Tharp
    Portfolio III	NAP	Two
    Amigos Rent Reserve	11,500
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	29.01	CIIICM	CVS
    Triangle Center	 	 	 	 	 	 	 	 	 	 
	29.02	CIIICM	Southeastern
    & English	 	 	 	 	 	 	 	 	 	 
	29.03	CIIICM	Fifth
    Third - Land Lease	 	 	 	 	 	 	 	 	 	 
	29.04	CIIICM	Dunkin
    Donuts - Land Lease	 	 	 	 	 	 	 	 	 	 
	30	RMF	Country
    Inn & Suites - Dearborn	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	31	NCB	Oceanview
    Towers Inc.	NAP	Collateral
    Security Agreement for Capital Improvements	500,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	32	RMF	Holiday
    Inn Express & Suites Sedalia	NAP	PIP
    Reserve	1,758,247
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	33	AREF	Tulsa
    Shops	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	34	WFB	Little
    York Plaza Shopping Center	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	35	WFB	Haverstick
    Office Park	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	36	AREF	118
    Flats Oval	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	37	RMF	Cypress
    Gardens MHC	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	38	WFB	Victoria
    Place - CA	NAP	Springing
    Big 5 Sporting Goods/Social Security Administration Reserve	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	39	CIIICM	Your
    Place Storage	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	40	RMF	Indiana
    MHC Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	40.01	RMF	Berkshire
    Pointe	 	 	 	 	 	 	 	 	 	 
	40.02	RMF	Amberly
    Pointe	 	 	 	 	 	 	 	 	 	 
	41	WFB	West
    Wind Shopping Center	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	42	RMF	Lithia
    Square	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	43	NCB	Rockville
    Tudor Apt. Corp.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	44	NCB	60-104
    Owners Corp.	NAP	Collateral
    Security Agreement for Repair Work	111,250
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	45	NCB	55
    Lenox Tenants Corporation	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	46	CIIICM	American
    Storage of Rockwall	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	47	NCB	Sunset
    Green Housing Corporation	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	48	NCB	Westbrook
    Tenants Corporation	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	49	WFB	The
    Offices at Johns Creek	NAP	Springing
    Fusion Sleep Reserve	0
    	0
    	0
    	NAP	NAP	Springing
    Skylark Reserve	0
    	0
    
	50	NCB	Beach
    124 Apt. Inc. a/k/a Beach 124 Apt Inc.	NAP	Collateral
    Security Agreement for Capital Improvements	500,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	51	NCB	345
    Bronx River Road Owners, Inc.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	52	CIIICM	Leopard
    Mobile Home Park	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	53	NCB	Brigham
    Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.	NAP	Collateral
    Security Agreement for Capital Improvements	150,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	54	NCB	Shore
    Road Apartment Corporation	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	55	NCB	Southridge
    Cooperative, Section 1, Inc.	NAP	Collateral
    Security Agreement for Capital Improvements	1,000,000
    	0
    	0
    	Cash	NAP	NAP	0
    	0
    
	56	NCB	323-325-327
    West 11th Street Owners Corp.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	57	NCB	156-168
    East 3rd Street Owners, Inc.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	58	CIIICM	Highland
    MHP	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	59	CIIICM	Airport
    Landing Apartments	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    
	60	NCB	140
    Sullivan Cooperative Corp.	NAP	NAP	0
    	0
    	0
    	NAP	NAP	NAP	0
    	0
    


 




     


     

    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-RC1	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow II Cap ($)	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback(7)	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox	Borrower
    Name	Sponsor
    Name	Master
    Servicing

    Fee Rate
	1	RMF	Hyatt
    Place Portfolio	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	AHP
    H6 Alpharetta, LLC; AHP H6 Topeka, LLC; AHP H6 Dallas, LLC; AHP H6 Roanoke, LLC; AHP H6 Greenville, LLC; AHP H6 Charlotte,
    LLC	William
    Lee Nelson; American Hospitality Properties Fund I, LLC; American Hospitality Properties Fund III, LLC	0.0225%
	1.01	RMF	Hyatt
    Place Greenville	 	 	 	 	 	 	 	 	 	 
	1.02	RMF	Hyatt
    Place Charlotte	 	 	 	 	 	 	 	 	 	 
	1.03	RMF	Hyatt
    Place Dallas	 	 	 	 	 	 	 	 	 	 
	1.04	RMF	Hyatt
    Place Alpharetta	 	 	 	 	 	 	 	 	 	 
	1.05	RMF	Hyatt
    Place Topeka	 	 	 	 	 	 	 	 	 	 
	1.06	RMF	Hyatt
    Place Roanoke	 	 	 	 	 	 	 	 	 	 
	2	WFB	McLean
    Data Center Portfolio	0
    	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	DCII-1755-1757
    Old Meadow Road, LLC; DCII-1764A Old Meadow Road, LLC	Carter
    Validus Mission Critical REIT II, Inc.	0.0050%
	3	WFB	International
    Paper Global HQ	0
    	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	AGNL
    Pulp, L.L.C.	AG
    Net Lease III Corp.; AG Net Lease III (SO) Corp.	0.0050%
	4	WFB	Preferred
    Freezer Vernon	0
    	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	PF
    Vernon Investment Holding, LLC; PFV Bradley Holding, LLC; Kinross Holding Two, LLC; Judith Preferred Freezer HLD, LLC; Robert
    Preferred Freezer HLD, LLC; Marshall Preferred Freezer HLD, LLC	Sherwin
    Jarol	0.0050%
	5	RMF	Promenade
    at Tutwiler Farm	0
    	NAP	NAP	NAP	N	 	Springing	TKG
    - The Promenade at Tutwiler Farm, LLC	E.
    Stanley Kroenke	0.0050%
	6	AREF	Jamboree
    Business Center	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	GRE-Pendulum
    JBC Owner, LLC	GEM
    Realty Evergreen Fund, L.P.; Pendulum Property Partners, LLC	0.0050%
	7	AREF	Cleveland
    Technology Center	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	H5
    Cleveland LLC; H5 Cleveland #2 LLC	H5
    Data Centers; Josh Simms	0.0050%
	8	RMF	Five
    Star Self-Storage Portfolio	0
    	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	Five
    Star Store It Michigan 1 SPE, LLC	Fred
    Phillip Schwartz; Susan Hoffman; Baruch Chaim Manies	0.0325%
	8.01	RMF	Lohr
    Circle	 	 	 	 	 	 	 	 	 	 
	8.02	RMF	Ferndale	 	 	 	 	 	 	 	 	 	 
	8.03	RMF	Airey
    Court	 	 	 	 	 	 	 	 	 	 
	8.04	RMF	Highland	 	 	 	 	 	 	 	 	 	 
	8.05	RMF	Chesterland	 	 	 	 	 	 	 	 	 	 
	8.06	RMF	Englewood	 	 	 	 	 	 	 	 	 	 
	8.07	RMF	Lansing	 	 	 	 	 	 	 	 	 	 
	9	WFB	Carrollton
    Avenue Shopping Center	0
    	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management 	Carrollton
    Central Plaza Associates Fee Owner, LLC	Jeffrey
    J. Feil	0.0050%
	10	AREF	The
    Strand on Ocean Drive	0
    	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	Nakash
    Strand, LLC	Joseph
    Nakash; Eli Gindi	0.0050%
	11	AREF	Palms
    of Carrollwood	0
    	NAP	NAP	NAP	N	 	Springing	Magnolia
    Palms Daphne, LLC; Magnolia at Palms, LLC; Carrollwood TALZ, LLC; JWS Carrollwood, LLC	Wallace
    Enterprises Inc.; Nina W. Broach; John White-Spunner	0.0050%
	12	WFB	Whitehall
    Corporate Center VI	0
    	NAP	NAP	NAP	N	 	Hard/Upfront
    Cash Management	WH
    Office 6, LLC	Riprand
    Count Arco	0.0175%
	13	AREF	Britt
    Lakes	0
    	NAP	NAP	NAP	N	 	None	III
    Promises, LLC	William
    O. Richardson; Horace William Miller IV	0.0050%
	14	AREF	Peachtree
    Mall	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	Peachtree
    Mall L.L.C.	General
    Growth Partners	0.0025%
	15	RMF	Summercrest
    Apartments	0
    	NAP	NAP	NAP	N	 	Springing	New
    Radha Krishna Properties of Houston, LLC	Arun
    Verma	0.0050%
	16	NCB	9
    Barrow Owners Corp.	0
    	NAP	NAP	NAP	N	 	None	9
    Barrow Owners Corp.	NAP	0.0800%
	17	AREF	Crossroads
    Shopping Center	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	P&N
    Enterprises, LLC	Calvin
    Phan; Jessica Nguyen	0.0050%
	18	AREF	DoubleTree
    by Hilton Tempe	0
    	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	CGD
    Tempe, L.P.	Driftwood
    Hospitality Management, LLC	0.0025%
	19	RMF	Beech
    Meadow Apartments	0
    	NAP	NAP	NAP	N	 	Springing	Beech
    Meadow Apartments LLC	Shlomo
    Tress; Yechezkel Landau	0.0050%
	20	AREF	Brownstone
    Terrace	0
    	NAP	NAP	NAP	N	 	Springing	Brownstone
    Owner, LLC	David
    Brecher	0.0050%
	21	RMF	Holiday
    Inn Express & Suites Riverhead	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	Jaral
    Riverhead Corp.	Albert
    L. Salvatico	0.0050%
	22	CIIICM	StaxUp
    Storage Homeland	0
    	NAP	NAP	NAP	N	 	Springing	Freedom
    Self Storage, L.P.	Randall
    Strauss	0.0050%
	23	RMF	Biltmore
    Apartments	0
    	NAP	NAP	NAP	N	 	Springing	The
    Biltmore Apartment Homes, Ltd.	William
    Ian MacDonald	0.0425%
	24	RMF	Raghu
    Apartments	0
    	NAP	NAP	NAP	N	 	Springing	Rama
    Raghu Apartments, LLC	Arun
    Verma	0.0050%
	25	RMF	Tri
    Retail Portfolio	0
    	NAP	NAP	NAP	N	 	Springing	Saint
    Main LLC; Inco-Veterans LLC	Dean
    Shabbouei	0.0050%
	25.01	RMF	Target
    Shadow Anchored Outlot	 	 	 	 	 	 	 	 	 	 
	25.02	RMF	Sherwin
    Williams Anchored	 	 	 	 	 	 	 	 	 	 
	25.03	RMF	Promenade
    at Castle Rock	 	 	 	 	 	 	 	 	 	 
	26	WFB	Security
    Public Storage - Brea	0
    	NAP	NAP	NAP	N	 	None	Security
    Public Storage - Brea LLC	Michael
    B. Eisler; Michael S. Orwitz; The Michael Bradley Eisler Revocable Trust; Michael Orwitz Living Trust; BACO Realty Corporation	0.0050%
	27	RMF	The
    Rochester Apartments	0
    	NAP	NAP	NAP	N	 	Springing	The
    Rochester Place Apartment Homes, Ltd.	William
    Ian MacDonald	0.0425%
	28	AREF	Grinnell
    Water Works	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	GWW
    Properties, LLC	Saturn
    Property Investments, LLC	0.0050%
	29	CIIICM	Tharp
    Portfolio III	0
    	NAP	NAP	NAP	N	 	Springing	Don’s
    Legacy II, L.L.C.	Donald
    J. Tharp; Marsha Tharp	0.0050%
	29.01	CIIICM	CVS
    Triangle Center	 	 	 	 	 	 	 	 	 	 
	29.02	CIIICM	Southeastern
    & English	 	 	 	 	 	 	 	 	 	 
	29.03	CIIICM	Fifth
    Third - Land Lease	 	 	 	 	 	 	 	 	 	 
	29.04	CIIICM	Dunkin
    Donuts - Land Lease	 	 	 	 	 	 	 	 	 	 
	30	RMF	Country
    Inn & Suites - Dearborn	0
    	NAP	NAP	NAP	N	 	Springing	Dearborn
    Hospitality Hotels II, LLC	Saad
    Roumaya	0.0050%
	31	NCB	Oceanview
    Towers Inc.	0
    	NAP	NAP	NAP	N	 	None	Oceanview
    Towers Inc.	NAP	0.0800%
	32	RMF	Holiday
    Inn Express & Suites Sedalia	0
    	NAP	NAP	NAP	N	 	Springing	H.E.
    of Sedalia, L.L.C.	Larry-Bharat
    Patel	0.0050%
	33	AREF	Tulsa
    Shops	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	TULSA/SAV,
    LLC	Joseph
    Goldstein	0.0050%
	34	WFB	Little
    York Plaza Shopping Center	0
    	NAP	NAP	1,168,500
    	N	 	Springing	PF
    - LYP LLC	Plaza
    Fiesta, LLC; Washington State Investment Board	0.0050%
	35	WFB	Haverstick
    Office Park	0
    	NAP	NAP	NAP	N	 	None	8200
    Haverstick, LLC	Abhishek
    Mathur; Brian Adams	0.0050%
	36	AREF	118
    Flats Oval	0
    	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	118
    Development, LLC	James
    R. Wymer	0.0050%
	37	RMF	Cypress
    Gardens MHC	0
    	NAP	NAP	NAP	N	 	Springing	Garden
    Lake Estates, LLC	Jan-Marie
    Cassidy; Lee S. Cassidy	0.0050%
	38	WFB	Victoria
    Place - CA	0
    	NAP	NAP	240,000
    	N	 	Springing	Argo
    Victoria, LLC	Stephen
    B. Jaeger; The Stephen B. Jaeger Living Trust	0.0050%
	39	CIIICM	Your
    Place Storage	0
    	NAP	NAP	NAP	N	 	Springing	Store
    It All Airline LLC	Daniel
    A. Myers	0.0050%
	40	RMF	Indiana
    MHC Portfolio	0
    	NAP	NAP	NAP	N	 	Springing	Indiana
    MHC, LLC	Kurtis
    P. Keeney; Nathan G. Smith	0.0050%
	40.01	RMF	Berkshire
    Pointe	 	 	 	 	 	 	 	 	 	 
	40.02	RMF	Amberly
    Pointe	 	 	 	 	 	 	 	 	 	 
	41	WFB	West
    Wind Shopping Center	0
    	NAP	NAP	NAP	N	 	None	WWSC,
    LLC	Martin
    Hampton; Stacy Hampton	0.0825%
	42	RMF	Lithia
    Square	0
    	NAP	NAP	NAP	N	 	Springing	Laramie
    Lithia Limited Partnership	Aristides
    Sideris; Mark Silverman	0.0050%
	43	NCB	Rockville
    Tudor Apt. Corp.	0
    	NAP	NAP	NAP	N	 	None	Rockville
    Tudor Apt. Corp.	NAP	0.0800%
	44	NCB	60-104
    Owners Corp.	0
    	NAP	NAP	NAP	N	 	None	60-104
    Owners Corp.	NAP	0.0800%
	45	NCB	55
    Lenox Tenants Corporation	0
    	NAP	NAP	NAP	N	 	None	55
    Lenox Tenants Corporation	NAP	0.0800%
	46	CIIICM	American
    Storage of Rockwall	0
    	NAP	NAP	NAP	N	 	Springing	WSS
    Ventures No.1, LLLP	William
    S. Slaughter; Kendra Y. Slaughter	0.0050%
	47	NCB	Sunset
    Green Housing Corporation	0
    	NAP	NAP	NAP	N	 	None	Sunset
    Green Housing Corporation	NAP	0.0800%
	48	NCB	Westbrook
    Tenants Corporation	0
    	NAP	NAP	NAP	N	 	None	Westbrook
    Tenants Corporation	NAP	0.0800%
	49	WFB	The
    Offices at Johns Creek	0
    	NAP	NAP	NAP	N	 	None	SWM
    Johns Creek, LLC	Rembert
    T. Cribb	0.0825%
	50	NCB	Beach
    124 Apt. Inc. a/k/a Beach 124 Apt Inc.	0
    	NAP	NAP	NAP	N	 	None	Beach
    124 Apt. Inc. a/k/a Beach 124 Apt Inc.	NAP	0.0800%
	51	NCB	345
    Bronx River Road Owners, Inc.	0
    	NAP	NAP	NAP	N	 	None	345
    Bronx River Road Owners, Inc.	NAP	0.0800%
	52	CIIICM	Leopard
    Mobile Home Park	0
    	NAP	NAP	NAP	N	 	Springing	CC
    Leopard, LLC	Eliot
    B. Barnett; Ken Bruder; Norman Winton	0.0050%
	53	NCB	Brigham
    Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.	0
    	NAP	NAP	NAP	N	 	None	Brigham
    Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.	NAP	0.0800%
	54	NCB	Shore
    Road Apartment Corporation	0
    	NAP	NAP	NAP	N	 	None	Shore
    Road Apartment Corporation	NAP	0.0800%
	55	NCB	Southridge
    Cooperative, Section 1, Inc.	0
    	NAP	NAP	NAP	N	 	None	Southridge
    Cooperative, Section I, Inc.	NAP	0.0800%
	56	NCB	323-325-327
    West 11th Street Owners Corp.	0
    	NAP	NAP	NAP	N	 	None	323-325-327
    West 11th Street Owners Corp.	NAP	0.0800%
	57	NCB	156-168
    East 3rd Street Owners, Inc.	0
    	NAP	NAP	NAP	N	 	None	156-168
    East 3rd Street Owners, Inc.	NAP	0.0800%
	58	CIIICM	Highland
    MHP	0
    	NAP	NAP	NAP	N	 	Springing	3000
    Reedsport MHP 74 LLC	Harold
    Higgins; Gayle E. Pereira	0.0050%
	59	CIIICM	Airport
    Landing Apartments	0
    	NAP	NAP	NAP	N	 	None	Airport
    Landing Apartments, Ltd.	Leon
    Mucasey	0.0050%
	60	NCB	140
    Sullivan Cooperative Corp.	0
    	NAP	NAP	NAP	N	 	None	140
    Sullivan Cooperative Corp.	NAP	0.0800%


 




     


     

    

  


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association


            as Certificate
Registrar


Wells Fargo Center
 600 South 4th Street, 7th Floor
 MAC N9300-070
 Minneapolis,
Minnesota 55479
 Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2017-RC1
              [OR
OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 5.03 of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as
NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders
of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 in connection
with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (the “Certificates”).
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 






    	 	 Exhibit C-1	 



     


    

 


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that
is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation
D”) under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all
of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D (each, an “Institutional Accredited Investor”) and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts
for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment. The
Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional
Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to
reimburse the Trust for any costs incurred by it in connection with this transfer.



 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or
for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs incurred by
it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates)
have not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed herein.


 





 



*
       Purchaser must
select one of the following two certifications.


  






    	 	 Exhibit C-2	 



     


    

 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as
applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not
a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies of
IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates and state that interest
and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively connected with
a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E,
IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or 



 





 






**
       Each Purchaser must select one of the two alternative certifications.


 


***        Does
not apply to a transfer of Class R Certificates.


 











    	 	 Exhibit C-3	 



     


    

 


	 	 	certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.       Please
make all payments due on the Certificates:****


 


☐          (a)          by wire
transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


		 	Bank:___________________________________________________________






		 	ABA
                                                                                  #:_________________________________________________________






		 	Account
                                                                                  #:______________________________________________________






		 	Attention:_______________________________________________________



 


☐          (b)          by
mailing a check or draft to the following address:  


		 	_______________________________________________________________
	 	 	_______________________________________________________________
	 	 	_______________________________________________________________


  


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	 
	 		[The Purchaser]


 





 



****
 Only to be filled out by Purchasers of Definitive
Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such
holder’s Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S.
$5,000,000.


 






    	 	 Exhibit C-4	 



     


    

 





	 	By:	 
	 		Name:
	 		Title:


 




    	 	 Exhibit C-5	 



     


    

 


EXHIBIT D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,
           as Certificate Registrar

Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2017-RC1

          [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of March 1, 2017, by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)
	 	) ss.:
	COUNTY OF	) 


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or


 






    	 	 Exhibit D-1-1	 



     


    

 


nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511
of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with
respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”,
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based
upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause a Trust REMIC to fail
to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class
of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise
be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in Section 7701 of the Code
or successor provisions.


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 






    	 	 Exhibit D-1-2	 



     


    

 


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser
has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable
income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount
rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury
Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐       None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 






    	 	 Exhibit D-1-3	 



     


    

 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” (as defined in Section 6223 of the Code, to the extent such provision is applicable to
the Trust REMICs) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used but not
defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


 





	 	By:	 
	 		Name:
	 		Title:
	 	 	 





	 	By:	 
	 		Name:
	 		Title:
	 	 	 


 




    	 	 Exhibit D-1-4	 



     


    

 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	 	 
	 	 	NOTARY PUBLIC in and for the
	 	 	State of _______________
	 	 	 
		[SEAL]	 
	 	 	 
	My Commission expires:	 
	________________	 





 




    	 	 Exhibit D-1-5	 



     


    

 


EXHIBIT D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2017-RC1

          [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that


 






    	 	 Exhibit D-2-1	 



     


    

 


the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable
for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 		(Transferor)


 





	 	By:	 
	 		Name:
	 		Title:


 




    	 	 Exhibit D-2-2	 



     


    

 


EXHIBIT D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RR Interest


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) –


Wells Fargo Commercial Mortgage
Trust 2017-RC1


          [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Bank, National
Association,

as Retaining Sponsor


c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


Jeff D. Blake, Esq.


Wells Fargo Law Department, D1053 300 


301 South College St.


Charlotte, North Carolina 28288


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor,
J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of March 1, 2017, by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance, as Operating Advisor
and as Asset Representations Reviewer



 






    	 	 Exhibit D-3-1	 



     


    

 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining sponsor” as such term
is defined in Regulation RR, that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of an RR Interest
by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things,
a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such certificate is false.



 


		3.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the RR Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the RR Interest and (b) the acquisition of the RR Interest will be effected through Wells Fargo Securities, LLC, Academy Securities,
Inc. or Citigroup Global Markets Inc., or an affiliate thereof.



 


		4.	Check one of the following:



 


		☐	The transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser certifies,
represents and warrants to you, as Certificate Registrar, that:



 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the RR Interest as a nominee, trustee or agent for any person that is not a
Majority-Owned Affiliate, and that for so long as it retains its interest in the RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It consents to any additional restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the RR Interest will satisfy the risk
retention requirements of the Transferor, in its capacity as [sponsor][originator] under Regulation RR.



 


		☐	The transfer will occur after the termination of the
RR Interest Transfer Restriction Period.



 


Capitalized terms used but not
defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 






    	 	 Exhibit D-3-2	 



     


    

 





	 	By:	 
	 		Name:
	 		Title:


 





	 	By:	 
	 		Name:
	 		Title:


 


The foregoing certificate is hereby
confirmed, and the transfer is accepted, as of the date first above written:


 


	 	[RETAINING SPONSOR]	 
	 	 	 
	By:	 	 
		Name:	 
		Title:	 


  




    	 	 Exhibit D-3-3	 



     


    

 


EXHIBIT D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF RR INTEREST


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo
Center


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479


Attention: Corporate Trust
Services (CMBS) –


Wells Fargo Commercial Mortgage
Trust 2017-RC1


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Bank, National
Association,

as Retaining Sponsor


c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


Jeff D. Blake, Esq.


Wells Fargo Law Department, D1053 300


301 South College St.


Charlotte, North Carolina 28288


 


[EACH OTHER HOLDER OF AN RR INTEREST]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to you in connection
with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of RR
Interest evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of March 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall


 






    	 	 Exhibit D-4-1	 



     


    

 


have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The transfer is in compliance with the Pooling and Servicing Agreement.



 


		2.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the RR Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the RR Interest and (b) the acquisition of the RR Interest will be effected through Wells Fargo Securities, LLC, Academy Securities,
Inc. or Citigroup Global Markets Inc., or an affiliate thereof.



 


		3.	Check one of the following:



 


		☐	The transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
certifies, represents and warrants to you that the Transferee is a “majority-owned affiliate”, as such term is defined
in Regulation RR, of the Transferor.



 


		☐	The transfer will occur after the termination of the
RR Interest Transfer Restriction Period.



 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 





	 		[TRANSFEROR]
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 







The foregoing certificate is hereby
confirmed, and the transfer is accepted, as of the date first above written:


 





	 	[RETAINING SPONSOR]	 
	 	 	 
	By:	 	 
		Name:	 
		Title:	 


 




    	 	 Exhibit D-4-2	 



     


    

 


EXHIBIT D-5


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF B-Piece Certificates


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) –


Wells Fargo Commercial Mortgage
Trust 2017-RC1


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor,
J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


Jeff D. Blake, Esq.


Wells Fargo Law Department, D1053 300


301 South College St.


Charlotte, North Carolina 28288


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of March 1, 2017, by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance, as Operating Advisor
and as Asset Representations Reviewer



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as the Certificate Registrar and as the Depositor, that:


 


		1.	The Purchaser is acquiring $[_____] [Certificate Balance] of the Class [_] Certificates (the “Certificates”)
from [_____] (the “Transferor”).



 






    	 	 Exhibit D-5-1	 



     


    

 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Certificate
by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things,
a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such certificate is false.



 


		3.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Certificates, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the Certificates and (b) the acquisition of the Certificates will be effected through Wells Fargo Securities, LLC, Academy Securities,
Inc. or Citigroup Global Markets Inc., or an affiliate thereof.



 


		4.	Check one of the following:



 


		☐	The transfer will occur during the B-Piece Transfer Restriction Period, and the Purchaser certifies,
represents and warrants to you, as Certificate Registrar, that:



 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the Certificates as a nominee, trustee or agent for any person that is not
a Majority-Owned Affiliate, and that for so long as it retains its interest in the Certificates, it will remain a Majority-Owned
Affiliate.



 


		C.	It will be bound by the Third Party Purchase Agreement, between Wells Fargo Commercial Mortgage
Securities, Argentic Securities Holdings Cayman Limited and Argentic Securities I Cayman Limited dated as of February 28, 2017
(the “Third Party Purchaser Agreement”) as if it were party to such agreement.



 


		D.	It hereby makes each representation set forth in Section 3 of the Third Party Purchaser Agreement.



 


		☐	The transfer will occur after the termination of the
B-Piece Transfer Restriction Period.



 


Capitalized terms used but not
defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 






    	 	 Exhibit D-5-2	 



     


    

 





	 	By:	 
	 		Name:
	 		Title:
	 	 	 





	 	By:	 
	 		Name:
	 		Title:


 


The foregoing certificate is hereby
confirmed, and the transfer is accepted, as of the date first above written:


 





	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.	 
	 	 	 
	By:	 	 
		Name:	 
		Title:	 


 




    	 	 Exhibit D-5-3	 



     


    

 


EXHIBIT D-6


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF B-PIECE CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo
Center


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479


Attention: Corporate Trust
Services (CMBS) –


Wells Fargo Commercial Mortgage
Trust 2017-RC1


          [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor,
J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


Jeff D. Blake, Esq.


Wells Fargo Law Department, D1053 300


301 South College St.


Charlotte, North Carolina 28288


 


[EACH OTHER HOLDER OF A B-PIECE CERTIFICATE]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to you in connection
with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class
[_] Certificates (the “Certificates”) evidencing $[____] Certificate Balance in such Class. The Certificates
were issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 






    	 	 Exhibit D-6-1	 



     


    

 


		1.	The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check one of the following:



 


		☐	The transfer will occur during the B-Piece Transfer Restriction Period, and the Transferor certifies,
represents and warrants to you that:



 


		A.	The transfer is in compliance with the Third Party Purchase Agreement, between Wells Fargo Commercial
Mortgage Securities, Argentic Securities Holdings Cayman Limited and Argentic Securities I Cayman Limited dated as of February
28, 2017 (the “Third Party Purchaser Agreement”).



 


		B.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor.



 


		C.	The Transferee has complied in all material respects with all of the covenants in the Third Party
Purchaser Agreement during the period from the date of the Third Party Purchaser Agreement through and including the date of this
transfer.



 


		D.	All of the representations and warranties made by the Transferor in the Third Party Purchaser Agreement
are true and correct as of the date of the transfer.



 


		E.	All of the requirements set forth in Section 4(b) of the Credit Risk Retention Agreement have been
complied with through and including the date of the transfer.



 


		☐	The transfer will occur after the termination of the
B-Piece Transfer Restriction Period.



 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-5. The Transferor does not know or believe that any
representation contained therein is false.



 




    	 	 Exhibit D-6-2	 



     


    

 


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 





	 	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 


The foregoing certificate is hereby
confirmed, and the transfer is accepted, as of the date first above written:


 





	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.	 
	 	 	 
	By:	 	 
		Name:	 
		Title:	 


  




    	 	 Exhibit D-6-3	 



     


    

 


EXHIBIT E



FORM OF REQUEST FOR RELEASE


 


(for Custodian)


 





	Loan Information
	 	Name of Mortgagor:	
	 	 	 
	 	[[General][NCB]	 
	 	Master Servicer]

[[General][NCB]

Special Servicer]

Loan No.:	
	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 

        Address:
	
        1055 10th Ave SE

        Minneapolis, Minnesota 55414 

        Attention:
Document Custody Group

        Wells Fargo Commercial Mortgage Trust 2017-RC1

        

	 	 	 
	 	Custodian/Trustee

Mortgage File No.:	
	 
	Depositor
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc
	 	 	 
	 	Address:	
        c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra 

	 	 	 
	 	Certificates:	Wells Fargo Commercial Mortgage Trust 2017-RC1,

Commercial Mortgage Pass-Through Certificates,

Series 2017-RC1


 


The undersigned [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1,
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of March 1, 2017, by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells


 






    	 	 Exhibit E-1	 



     


    

 


Fargo Bank, National Association, as General Master Servicer, LNR
Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 





	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 


 


The undersigned [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall hold and retain possession of the Documents in trust for
the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall not cause or permit the Documents to become subject to,
or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents
or any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall return the Documents to the Custodian when the need therefor
no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds
thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall keep the Documents separate and distinct from all other property in the
[[General][NCB] Master Servicer’s] [[General][NCB] Special Servicer’s] possession, custody or control.


 





	 	[____________]
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 


Date: _________


 




    	 	 Exhibit E-2	 



     


    

 


EXHIBIT F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

           as Certificate Administrator

Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2017-RC1

           [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional Amount] in the Wells Fargo Commercial Mortgage Trust
2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, Class [X-E][E][X-F][F][X-G][G] Certificates] [RR Interest]
issued pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan
(as defined in Section 3(33) of ERISA) for which no election has been made under


 






    	 	 Exhibit F-1-1	 



     


    

 


Section 410(d) of the Code, or any other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of any
such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan
or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other
than an insurance company using the assets of its “insurance company general account” (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase and
holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code
under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not constitute
or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section
4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Master Servicers, the Special Servicers, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations
Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall
not be at the expense of the Depositor, either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very truly yours,
	 	 
	 	 [The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Date:  __________	 	 


  




    	 	 Exhibit F-1-2	 



     


    

 


EXHIBIT F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,
           as Certificate Administrator

Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2017-RC1

          [OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class R Certificates (the “Class R Certificate”) issued pursuant to that certain
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is not and will
not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to
any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar


  






    	 	 Exhibit F-2-1	 



     


    




 


Law”) (each, a “Plan”), or (b) any person acting on behalf of any such Plan (including any entity
whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application of
Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of a Plan to purchase
such Class R Certificate.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.


 





	 	Very truly yours,
	 	 
	 	 [The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Date:  __________	 	 


  




    	 	 Exhibit F-2-2	 



     


    

 


EXHIBIT G



FORM OF DISTRIBUTION DATE STATEMENT


 




    	 	 Exhibit G-1	 



     


    

 



 


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1




Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation Detail	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	General
    Master Servicer	 	 	 	NCB Master Servicer and

NCB Special Servicer	 	 	 	General
    Special Servicer	 	 	 	Operating Advisor/

Asset Representations Reviewer	 	 
	 	 	Wells
    Fargo Commercial	 	 	 	Wells Fargo
    Bank, National Association	 	 	 	National
    Cooperative Bank, N.A.	 	 	 	

    LNR Partners, LLC	 	 	 	
Pentalpha
    Surveillance LLC	 	 
	 	 	Mortgage Securities, Inc.	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	2011 Crystal Drive	 	 	 	1601 Washington Avenue	 	 	 	375 North French Road	 	 
	 	 	301 South College St	 	 	 	401 S. Tryon Street, 8th Floor	 	 	 	Suite 800	 	 	 	Suite 700	 	 	 	Suite 100	 	 
	 	 	Charlotte, NC 28288-0166	 	 	 	Charlotte, NC 28202	 	 	 	Arlington, VA 22202	 	 	 	Miami Beach, FL 33139	 	 	 	Amherst, NY 14228	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contact: ream_investorrelations@wellsfargo.com	 	 	 	Contact:  REAM_InvestorRelations@wellsfargo.com	 	 	 	Contact:  Kathleen Luzik	 	 	 	Contact:   www.lnrpartners.com	 	 	 	Contact: Don Simon	 	 
	 	 	Phone Number:  (704) 374-6161	 	 	 	 	 	 	 	Phone Number: (703) 302-1902	 	 	 	Phone Number: (305) 695-5600	 	 	 	Phone Number: (203) 660-6100	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









    Page 1 of 24


     


    

 


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17

















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	RR Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                     Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).


        
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Page 2 of 24


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17










	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	RR Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 24


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-E	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-F	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	X-G	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	RR Interest	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Page 4 of 24


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17




















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Retained Certificate Availabe Funds	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class
    Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	

                                                                                 

                                                                                Controlling Class:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective as of:
    mm/dd/yyyy	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 24


     


    






 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17













	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Wells Fargo
    Bank,     N.A. and National Cooperative Bank, N.A.	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wilmington Trust
    National     Association	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator Fee - Wells
    Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Operating Advisor Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Asset Representations Reviewer Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	Extension Interest	0.00	 	 	  Total Fees	 	0.00	 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    Page 6 of 24


     


    









 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 24


     


    
 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 8 of 24


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17

















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Debt Service Coverage Ratios are updated periodically
    as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer
    is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee
    makes no representations as to the accuracy of the data provided by the borrower for this calculation.	 	 
	 	 	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated
    based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity
    date.	 	 
	 	 	 	 
	 	(3) Data in this table was calculated by allocating
    pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed
    in the  offering document.	 	 
	 	 	 	 	 


 


    Page 9 of 24


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 10 of 24


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17












	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17















	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	- One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	- Two Months Delinquent	5	-	Non Performing Matured Balloon 	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	- Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-  Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-  Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-  Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-  Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17









	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17









	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Page 17 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17










	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Page 18 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 19 of 24


     


    






 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Page 20 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 21 of 24


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17










	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Page 22 of 24


     


    





 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17







	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    Page 23 of 24


     


    
 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2017-RC1


Commercial Mortgage Pass-Through Certificates

Series 2017-RC1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	4/17/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/11/17






	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    Page 24 of 24


     


    

  


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR] having
an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wilmington Trust, National Association, as Trustee for the registered
holders of Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2017-RC1, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage and security
agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for each
of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases
and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance
policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage
Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the
Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the Assignor
has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 




    	 	 Exhibit H-1	 



     


    

 


EXHIBIT I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,
           as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such
Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 





 


*
   Select appropriate depository.



 






    	 	 Exhibit I-1	 



     


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)      at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)      the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: __________	 	 


  


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 






**
    Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    	 	 Exhibit I-2	 



     


    

 


EXHIBIT J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    

 


[(2)      at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)      the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.






	 	[Insert Name of Transferor]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: __________	 	 




cc: Wells Fargo Commercial Mortgage Securities, Inc. 


 





 



*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.





 









    Exhibit J-2


     


    

 


EXHIBIT K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING RESTRICTED
PERIOD


 


(Exchange or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the name of
[insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such
beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of 


 


 






*
   Select appropriate depository.



 






    Exhibit K-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.






	 	[Insert Name of Transferor]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: __________	 	 




cc: Wells Fargo Commercial Mortgage Securities, Inc.








 




    Exhibit K-2


     


    

 


EXHIBIT L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED
PERIOD


 


(Exchanges pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring a
beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise you promptly
by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this certification applies as of such date.


 





 






*
       Select, as applicable.




 






    Exhibit L-1


     


    

 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	Dated:______________
	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this
certificate relates.





  




    Exhibit L-2


     


    

EXHIBIT M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchanges or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



*
          Select appropriate depository.



 






    Exhibit M-1


     


    

 


[(2)      at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)      the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.






	 	[Insert Name of Transferor] 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:__________	 	 




cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


 






**
   Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.






 




    Exhibit M-2


     


    

 


EXHIBIT N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


     


    

 


[(2)      at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)      the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.






	 	[Insert Name of Transferor] 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:__________	 	 


 

cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 






*
      Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.






 








    Exhibit N-2


     


    

 


EXHIBIT O



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 






    Exhibit O-1


     


    

 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.






	 	[Insert Name of Transferor] 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:__________	 	 




cc: Wells Fargo Commercial Mortgage Securities, Inc.



 




    Exhibit O-2


     


    

 


EXHIBIT P-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through
Certificates, Series 2017-RC1, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR
Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is not a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from


 






    Exhibit P-1A-1


     


    

 


its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:








 




    Exhibit P-1A-2


     


    

EXHIBIT P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2017-RC1 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2017-RC1

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        

        Amherst, New York, 14228 

        Attention: WFCM 2017-RC1 Transaction Manager

        

        With a copy sent via email to:

        notices@pentalphasurveillance.com with

        WFCM 2017-RC1 in the subject line

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2017-RC1
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2017-RC1	




LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

         

	
        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800 

        Arlington, Virginia 22202

        

        Attention: Kathleen Luzik, Chief Operating Officer 

        Facsimile number (703) 647-3473

        

        Email: kluzik@ncb.coop

         
	 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1, Class Certificates



 






    Exhibit P-1B-1


     


    

 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR
Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of a majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit


 






    Exhibit P-1B-2


     


    

 


P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:





 







    Exhibit P-1B-3


     


    

EXHIBIT P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER, A CONTROLLING CLASS
CERTIFICATEHOLDER AND/OR THE RISK RETENTION CONSULTATION PARTY)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 2017-RC1 Asset Manager


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800





Arlington, Virginia 22202 


Attention: Kathleen Luzik, Chief Operating Officer





Facsimile number (703) 647-3473 


Email: kluzik@ncb.coop


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR
Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 






    Exhibit P-1C-1


     


    

 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-1C-2


     


    

 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:





 




    Exhibit P-1C-3


     


    

 


EXHIBIT P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER, A CONTROLLING CLASS CERTIFICATEHOLDER OR
THE RISK RETENTION CONSULTATION PARTY)


 


[Date]


 


	Wells Fargo Bank, National Association

                                                                                Commercial Mortgage Servicing
 Three Wells Fargo
 MAC D1050-084
 401 South Tryon Street, 8th Floor
 Charlotte, North Carolina 28202
 Attention: WFCM 2017-RC1 Asset Manager
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2017-RC1

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        

        Amherst, New York, 14228

        

        Attention: WFCM 2017-RC1 Transaction Manager

        

        With a copy sent via email to: 

notices@pentalphasurveillance.com with
        WFCM 2017-RC1 in the subject line

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2017-RC1
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2017-RC1	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

         

	
        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800 

        Arlington, Virginia 22202

        

        Attention: Kathleen Luzik, Chief Operating Officer 

        Facsimile number (703) 647-3473

        

        Email: kluzik@ncb.coop

         
	 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1, Class Certificates



 






    Exhibit P-1D-1


     


    

 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1. The undersigned is [the
Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder][the Risk
Retention Consultation Party].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: Except with respect to the [Excluded Loan][Excluded Controlling Class
Loan](s),] the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned hereby acknowledges and agrees that it is prohibited
from accessing,


 






    Exhibit P-1D-2


     


    

 


reviewing and using Excluded Information (as defined in the Pooling and Servicing Agreement) relating to the [Excluded
Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives access to such Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information in connection with its duties, or exercise
of its rights pursuant to the Pooling and Servicing Agreement.]


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: To the extent the undersigned receives access to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the undersigned shall
be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower
Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates
involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.]


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 



 






    Exhibit P-1D-3


     


    

 


	 	 	 
	 	Title:
	 	Company:
	 	Phone:








 




    Exhibit P-1D-4


     


    

 


EXHIBIT P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2017-RC1 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2017-RC1

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Pentalpha Surveillance LLC

        

        375 N. French Road, Suite 100 

        Amherst, New York, 14228

        

        Attention: WFCM 2017-RC1 Transaction Manager 

        With a copy sent via email to: 

notices@pentalphasurveillance.com with
        WFCM 2017-RC1 in the subject line

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2017-RC1
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2017-RC1	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

         

	
        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800 

        Arlington, Virginia 22202

        

        Attention: Kathleen Luzik, Chief Operating Officer 

        Facsimile number (703) 647-3473

        

        Email: kluzik@ncb.coop

         
	 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1, Class Certificates



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1, COMMERCIAL MORTGAGE
PASS-THROUGH


 






    Exhibit P-1E-1


     


    

 


CERTIFICATES, SERIES 2017-RC1, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING
AND SERVICING AGREEMENT.


 


In accordance with Section
3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the avoidance
of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding 

Certificate Balance	Initial Certificate 

Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain


 






    Exhibit P-1E-2


     


    

 


information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned


 






    Exhibit P-1E-3


     


    

 


has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing Certificateholder][Holder of the majority

 of the Controlling Class][Controlling Class

 Certificateholder]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:__________	 	 




cc: Wells Fargo Commercial Mortgage Securities, Inc.



 




    Exhibit P-1E-4


     


    




 


EXHIBIT
P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2017-RC1

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: Wells Fargo Commercial Mortgage Trust Series 2017-RC1


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 





	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


    	 



    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Wells Fargo Commercial Mortgage Trust 2017-RC1 securitization should be revoked as to such users:





	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-1F-2


    	 



    

 

	 	[Directing Certificateholder][Holder of the majority

 of the Controlling Class][Controlling Class

 Certificateholder]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: __________	 	 




cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator





	 	 	 
	Name:	 	 
	Title:	 	 


 






    Exhibit P-1F-3


    	 



    

 


EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	Wells
    Fargo Bank, National Association Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: WFCM 2017-RC1 Asset Manager	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust

    Series 2017-RC1

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York, 14228

        

        Attention:
        WFCM 2017-RC1 Transaction Manager

        

        With
        a copy sent via email to: notices@pentalphasurveillance.com with WFCM 2017-RC1 in the subject line

         
	Wells
    Fargo Bank, National Association

    600 South 4th Street, 7th Floor

    MAC N9300-070

    Minneapolis, Minnesota 55479

    Attention: Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust Series 2017-RC1
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: WFCM 2017-RC1	LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

                                                              

	National
                                         Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

        

        Arlington,
        Virginia 22202

        

        Attention:
        Kathleen Luzik, Chief Operating Officer

        

        Facsimile
        number (703) 647-3473

        

        Email:
        kluzik@ncb.coop

         
	 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1, Class [__] Certificates



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 






    Exhibit P-1G-1


    	 



    

 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	 [Directing Certificateholder]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:__________	 	 


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit P-1G-2


    	 



    

 


EXHIBIT
P-1H



Form of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: WFCM 2017-RC1 Asset Manager	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust Series 2017-RC1

    (with a copy sent via email to: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com)
	 	 
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York, 14228

        

        Attention:
        WFCM 2017-RC1 Transaction Manager

        

        With
a copy sent via email to: 

notices@pentalphasurveillance.com with WFCM 2017-RC1 in the subject line
	Wells
                                         Fargo Bank, National Association

        

        Sixth
        Street and Marquette Avenue

        

        Minneapolis,
        Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        Wells Fargo Commercial Mortgage Trust Series 2017-RC1

         

	 	 
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: WFCM 2017-RC1

    (with a copy sent to cmbstrustee@wilmingtontrust.com)	LNR
                                         Partners, LLC

        

        1601
        Washington Avenue, Suite 700

        

        Miami
        Beach, Florida 33139

        

        Attention:
        Thomas F. Nealon, III, Esq.,

              Andrew J. Sossen, Esq. and Job Warshaw

        

        Facsimile
        number: (305) 695-5601

        

        Email:
        tnealon@lnrproperty.com, 

asossen@starwood.com, 

jwarshaw@lnrproperty.com and 

lnr.cmbs.notices@lnrproperty.com

         

	National
                                         Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

        

        Arlington,
        Virginia 22202

        

        Attention:
        Kathleen Luzik, Chief Operating Officer

        

        Facsimile
        number (703) 647-3473

        

        Email:
        kluzik@ncb.coop

         
	 


 






    Exhibit P-1H-1


    	 



    

 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1, RR Interest 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


2.       [For
use with any party other than the initial Risk Retention Consultation Party]The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	 [RISK
RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:__________	 	 


 


cc:
Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit P-1H-2


    	 



    

 


EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2017-RC1


 





		Attention:	Wells
Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 ___________________________


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date,
is requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website
pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with
respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable
to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information
received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have
access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions
of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect to any information
obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from the section of the
17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1


    	 



    

 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 






    Exhibit P-2-2


    	 



    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities,
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Wells Fargo Commercial
Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and as NCB Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National
Association, as Trustee and the assets underlying or referenced by the Certificates, including the identity of, and financial
information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed
by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential


 






    Exhibit P-2-3


    	 



    

 


Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 






    Exhibit P-2-4


    	 



    

 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells
Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com


 




    Exhibit P-2-5


    	 



    

 


EXHIBIT
P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2017-RC1


 





		Attention:	Wells
Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 ___________________________


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit
                                         Group Limited, Moody’s Analytics or Thomson Reuters Corporation, a market data
                                         provider that has been given access to the Statements to Certificateholders, CREFC®
                                         Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.



 






    Exhibit P-3-1


    	 



    

 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 




    Exhibit P-3-2


    	 



    

 


EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the final proviso of the definition
of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or,
with respect to clause (xii), a copy of such letter of credit and the required officer’s certificate), if any, of the definition
of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Custodian
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    Exhibit Q-1


    	 



    

 


SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Rialto
Mortgage Finance, LLC





600
Madison Avenue, 12th Floor





New
York, New York 10022





Attention:
Kenneth M. Gorsuch, Executive Director


 


Wells
Fargo Bank, National Association





301
South College St.





Charlotte,
North Carolina 28288





Attention:
Wells Fargo Commercial Mortgage Trust 2017-RC1,





Commercial
Mortgage Pass-Through Certificates, Series 2017-RC1


 


with
a copy to:


 


Jeff
D. Blake, Esq., Senior Counsel





Wells
Fargo Law Department, D1053-300





301
South College St.





Charlotte,
North Carolina, 28288


 


and
a copy to:


 


Ross
Stewart





Wells
Fargo Bank, National Association





333
Market Street, 17th Floor





San
Francisco, CA 94105





Telephone
number: (415) 801-8505





Email:
ross.l.stewart@wellsfargo.com


 


Argentic
Real Estate Finance LLC





40
West 57th Street, 29th Floor





New
York, New York 10019





Attention:
Michael Schulte





Facsimile
No.: (646) 560-1745


 


National
Cooperative Bank, N.A.





2011
Crystal Drive, Suite 800





Arlington,
Virginia 22202-3709





Attention:
Kathleen Luzik





Facsimile
No.: (703) 647-3473


 


C-III
Commercial Mortgage LLC 


5221
N. O’Connor Blvd., Suite 600





Irving,
Texas 75039





Attention:
Jenna Vick Unell, General Counsel





Facsimile
No.: (972) 868-5490


 






    Exhibit Q-2


    	 



    

 


with
a copy to:


 


C-III
Capital Partners LLC





717
Fifth Avenue, 18th Floor





New
York, New York 10022





Attention:
Jeffrey Cohen





Facsimile
No.: (212) 705-5001


 


and
a copy to:


 


C-III
Commercial Mortgage LLC





717
Fifth Avenue, 15th Floor





New
York, New York 10022





Attention:
Michael Pierro





Facsimile
No.: (212) 705-5001


 


and
a copy to:


 


C-III
Commercial Mortgage LLC





717
Fifth Avenue, 18th Floor





New
York, New York 10022





Attention:
Paul Hughson





Facsimile
No.: (212) 705-5001


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Email: CMBSSurveillance@moody’s.com


 




    Exhibit Q-3


    	 



    

 


EXHIBIT
R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICERS


 


RECORDING
REQUESTED BY:


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2017-RC1 Asset Manager

Telecopy Number: (704) 715-0036]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 





	 





SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
Attention: CMBS Trustee WFCM 2017-RC1, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement
dated as of March 1, 2017 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer [(in such capacity, the “General Master
Servicer”)], LNR Partners, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer
[(in such capacity, the “NCB Master Servicer”)] and as NCB special servicer, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), the Trustee, and Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer hereby constitutes and appoints the [General][NCB]
Master Servicer, by and through the [General][NCB] Master Servicer’s officers and authorized employees, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the [General][NCB] Master Servicer and all properties
(“Mortgaged Properties”) administered by the [General][NCB] Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions


 






    Exhibit R-1-1


    	 



    

 


described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings
set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.       The
completion of loan assumption agreements.


 


6.       The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.       The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or
the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and


 






    Exhibit R-1-2


    	 



    

 


claims in
bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.       With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


11.       The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.       The
execution and delivery of the following:


 






    Exhibit R-1-3


    	 



    

 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         or REO Properties (including agreements and requests by any borrower with respect to
                                         modifications of the standards of operation and management of such Mortgaged Properties
                                         or the replacement of asset managers), documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, any easements, covenants, conditions,
                                         restrictions, equitable servitudes, or land use or zoning requirements with respect to
                                         the Mortgaged Properties or REO Properties, instruments relating to the custody of any
                                         collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections


 






    Exhibit R-1-4


    	 



    

 


afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB]
Master Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association
except as specifically provided for herein or in the Agreement. If the [General][NCB] Master Servicer receives any notice of suit,
litigation or proceeding in the name of Wilmington Trust, National Association, then the [General][NCB] Master Servicer shall
promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the [General][NCB] Master Servicer under the
Agreement or to allow the [General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage
Notes not authorized by the Agreement.


 


The
[General][NCB] Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2017-RC1 has caused
its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee for Wells Fargo Commercial Mortgage Trust 2017-RC1
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit R-1-5


    	 



    

 

	 	Prepared by:
	 		 
	 	 	Name:
	 	 	 





Witness:





	 	 



 


Witness:





	 	 


 




    Exhibit R-1-6


    	 



    

 

	STATE OF DELAWARE	)	 
	 	) ss.:	 
	COUNTY OF	)	 


 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and
official seal.


	 	 	 
	 	 	Notary Public


 


            [SEAL]



My commission expires:





	 	 	 


 




    Exhibit R-1-7


    	 



    

 


EXHIBIT
R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICERS


 


RECORDING
REQUESTED BY:


 


[LNR
Partners, LLC





1601
Washington Avenue, Suite 700





Miami
Beach, Florida 33139





Attention:
Thomas F. Nealon, Esq., Andrew J. Sossen, Esq. and Job Warshaw]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800





Arlington,
Virginia 22202





Attention:
Kathleen Luzik, Chief Operating Officer





Facsimile
number (703) 647-3473





Email:
kluzik@ncb.coop]





	 





SPACE ABOVE THIS LINE FOR RECORDER’S USE 


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of March 1, 2017 (the
“Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer, LNR Partners, LLC, as general special servicer [(the “General Special
Servicer”)], National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer [(in such capacity,
the “NCB Special Servicer”)], Wells Fargo Bank, National Association, as certificate administrator, the Trustee
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, relating to the Wells Fargo Commercial
Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1, hereby constitutes and appoints the [General][NCB]
Special Servicer, by and through the [General][NCB] Special Servicer’s officers and authorized employees, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the [General][NCB] Special Servicer and all properties
(“REO Properties”) administered by the [General][NCB] Special Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 13 below with respect to the Mortgage Loans and REO Properties; provided
however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are
required or permitted under the Agreement.


 






    Exhibit R-2-1


    	 



    

 


Capitalized terms used herein and not otherwise defined herein have the meanings set
forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting such Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged
                                         property (a “Mortgaged Property”) to be acquired as REO Property,
                                         or conveyance of title to any REO Property.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or full conveyance upon payment and discharge
                                         of all sums secured thereby, including, without limitation, cancellation of the related
                                         promissory note.



 


		7.	The
                                         assignment of any Mortgage and the related promissory note and other loan documents,
                                         in connection with the purchase or repurchase of the Mortgage Loan secured and evidenced
                                         thereby.



 


		8.	The
                                         full assignment of a Mortgage upon payment and discharge of all sums secured thereby
                                         in conjunction with the refinancing thereof, including, without limitation, the assignment
                                         of the related promissory note and other loan documents.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         or the related promissory note, and in the proceeds thereof, by way of, including but
                                         not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the 



 






    Exhibit R-2-2


    	 



    

 


pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and such deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;

                                         




 


		e.	the
                                         filing, prosecution and defense of claims, and the appearance on behalf of the Trustee,
                                         in bankruptcy cases affecting any Mortgage or the related promissory note;



 


		f.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		g.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		h.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		i.	the
                                         preparation and execution of such other documents and the performance of such other actions
                                         as may be necessary under the terms of the Mortgage or state law to expeditiously complete
                                         said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the
property to a party contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the Mortgaged
                                         Property or reserves for replacement of personal property.



 






    Exhibit R-2-3


    	 



    

 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage or other security document in
                                         the related Mortgage File or the related Mortgaged Property and other related collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the [General][NCB] Special Servicer’s duties and responsibilities
                                         under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 






    Exhibit R-2-4


    	 



    

 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Special Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Special Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Special Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB]
Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National
Association except as specifically provided for herein or in the Agreement. If the [General][NCB] Special Servicer receives any
notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the [General][NCB] Special
Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the [General][NCB] Special Servicer under the
Agreement or to allow the [General][NCB] Special Servicer to take any action with respect to Mortgages, deeds of trust or the
related promissory notes not authorized by the Agreement.


 


The
[General][NCB] Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of or in connection with
the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the [General][NCB] Special Servicer, or
its attorneys-in-fact, of the powers granted to it hereunder. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2017-RC1, has caused
its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 


Wilmington
Trust, National Association,





as
Trustee for Wells Fargo Commercial Mortgage Trust 2017-RC1


 






    Exhibit R-2-5


    	 



    

 

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	Prepared by:
	 		 
	 	 	Name:
	 	 	 





Witness:





	 	 



 


Witness:





	 	 


 




    Exhibit R-2-6


    	 



    

 

	STATE OF DELAWARE	)	 
	 	) ss.:	 
	COUNTY OF	)	 


 


On____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.





	 	 	 





Notary signature

  




    Exhibit R-2-7


    	 



    

 


EXHIBIT
S


 


[RESERVED]


 






    Exhibit S-1


    	 



    

 


EXHIBIT T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR PEACHTREE MALL MORTGAGE LOAN:

Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


Three Wells Fargo 


401 South Tryon Street, 8th Floor 


MAC D1050-084 


Charlotte, North Carolina 28202 


Attention: CSAIL 2016-C7 Asset Manager 


Facsimile: (704) 715-0036 


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association 


Legal Department, 


301 South College Street, TW-30 


Charlotte, North Carolina 28202 


Attention: Commercial Mortgage Servicing Legal Support 


Reference: CSAIL 2016-C7


 


with an additional copy to:


 


K&L Gates LLP 


Hearst Tower 


214 North Tryon Street 


Charlotte, North Carolina 28202 


Attention: Stacy G. Ackermann 


Facsimile: (704) 353-3190]


 


[FOR DOUBLETREE BY HILTON TEMPE MORTGAGE LOAN:

Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


Three Wells Fargo 


MAC D1050-084 


401 South Tryon Street, 8th Floor 


Charlotte, North Carolina 28202 


Attention: WFCM 2016-C37 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and a copy to:


 






    Exhibit T-1


     


    

 


Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.]


 


VIA EMAIL


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1,

Commercial Mortgage Pass-Through Certificates, Series 2017-RC1



 


Ladies and Gentlemen:


 


As you know, Wells Fargo Bank,
National Association, acts as the master servicer (the “Lead Master Servicer”) for the whole loan secured by
the [mortgaged property][portfolio of mortgaged properties] identified as [Peachtree Mall][DoubleTree by Hilton Tempe] (the “Subject
Whole Loan”) under the [trust][pooling] and servicing agreement relating to the [CSAIL 2016-C7 Commercial Mortgage Trust][Wells
Fargo Commercial Mortgage Trust 2016-C37] (the “Lead [TSA][PSA]”). This is to inform you that Note[s] [A-4][A-2]
of the Subject Whole Loan (the “Subject Mortgage Loan”) [has][have] been transferred to Wells Fargo Commercial
Mortgage Trust 2017-RC1 pursuant to that certain Pooling and Servicing Agreement, dated March 1, 2017 (the “2017-RC1 Pooling
Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association,
as general master servicer (in such capacity, the “2017-RC1 General Master Servicer”), LNR Partners, LLC, as
general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “2017-RC1 Certificate Administrator”),
Wilmington Trust, National Association, as trustee (the “2017-RC1 Trustee”), and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, and that the 2017-RC1 Trustee is the holder of the Subject Mortgage
Loan.


 


The undersigned, as 2017-RC1
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit
to the 2017-RC1 General Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may
be, to the 2017-RC1 General Master Servicer all reports, statements, documents, communications, and other information that are
to be forwarded, delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor
Agreement (as such term is defined in the 2017-RC1 Pooling Agreement) and the Lead TSA.


 


The Subject Mortgage Loan [is][is
not] a Significant Obligor (as such term is defined in the 2017-RC1 Pooling Agreement) under the 2017-RC1 Pooling Agreement.


 


Thank you for your attention
to this matter.


 






    Exhibit T-2


     


    

  


	Date:	 	 


  


	 	Wells Fargo Bank, National Association, as

Certificate Administrator for the Holders of

the Wells Fargo Commercial Mortgage

Trust 2017-RC1, Commercial Mortgage

Pass-Through Certificates, Series 2017-RC1
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  




    Exhibit T-3


     


    

 


EXHIBIT U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.

                                         33 Whitehall Street

                                         New York, New York 10004

                                         Attention: Commercial Mortgage Surveillance Group

                                         Facsimile No.: (212) 635-0295

                                         E-mail: info.cmbs@fitchratings.com

                                         

                                         S&P Global Ratings

                                         55 Water Street, 41st Floor

                                         New York, New York 10041

                                         Attention: Commercial Mortgage Surveillance Manager

                                         Email: cmbs_info_17g5@standardandpoors.com



 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


DBRS Inc.

333 West Wacker Drive, Suite 1800 


Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332 3492

Email: cmbs.surveillance@DBRS.com


 


		From:	[Wells Fargo Bank, National Association][National Cooperative Bank, N.A.], in its capacity as [General][NCB]
Master Servicer under the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as
NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Date: _________, 20___


 




    Exhibit U-1


     


    

 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1



 


Mortgage Loan (the “Mortgage Loan”)
identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and Servicing
Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________

____________________


 


Reference is made to the Pooling
and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the Pooling and Servicing Agreement.


 


As [General][NCB] Master Servicer
under the Pooling and Servicing Agreement, we hereby:


 


(a)          Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____    a full defeasance of
the entire principal balance of the Mortgage Loan; or


 


____    a partial defeasance
of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)          Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)           The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)          The defeasance was consummated on __________, 20__.


 


(iii)         The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the [General][NCB] Master Servicer in accordance
with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2


     


    

 


(v)          The
[General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)         The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts and on the dates
specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents
(the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)       The
[General][NCB] Master Servicer received written confirmation from a firm of independent certified public accountants, who were
approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of
the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4)
months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar
or fiscal year will not


 



    Exhibit U-3


     


    

 


exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year.


 


(ix)          The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)           The
[General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)          Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)          Certify
that the individual under whose hand the [General][NCB] Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)          Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    

 


IN WITNESS WHEREOF, the [General][NCB]
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[________________]
as [General][NCB] Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     Exhibit U-5


     


    

 


EXHIBIT V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be delivered
annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of
March 1, 2017 (the “Pooling and Servicing Agreement”). 


Transaction: Wells Fargo Commercial Mortgage
Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 


Operating Advisor: Pentalpha Surveillance
LLC 


[General Special Servicer: LNR Partners,
LLC] 


[NCB Special Servicer: National Cooperative Bank,
N.A.] 


Directing Certificateholder: [______]


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The [General][NCB] Special Servicer has notified the Operating Advisor that [●] Specially
Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the [General][NCB] Special
Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans.
This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset
Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements and
qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited
review of the [General][NCB] Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance
with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations
of the [General][NCB] Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition,
the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





 



 


1   This
report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating
Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 



    Exhibit V-1


     


    




 


In connection with the assessment
set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the [General][NCB] Special Servicer’s assessment of compliance
report, attestation report by a third party regarding the [General][NCB] Special Servicer’s compliance with its obligations
and net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following
[ ] Specially Serviced Loans: [List related mortgage loans]



 


		2.	Consulted with the [General][NCB] Special Servicer as provided under the Pooling and Servicing
Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations
and Appraisal Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited investigation
and not be considered a full or limited audit. For instance, we did not review each page of the [General][NCB] Special Servicer’s
policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value
calculator, visit any property, visit the [General][NCB] Special Servicer, visit the Directing Certificateholder or interact with
any borrower. In addition, our review of the net present value calculations and Appraisal Reduction Amount calculations is limited
to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable
formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the [General][NCB] Special Servicer
regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating
Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent
it deemed such observations and recommendations appropriate. The [General][NCB] Special Servicer [agreed with/did not agree with]
the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
[General][NCB] Special Servicer’s determination of what course of action to take in connection with the workout or



 






    Exhibit V-2


     


    

 


	 	 	 liquidation
of a Specially Serviced Loan prior to the utilization by the [General][NCB] Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the [General][NCB] Special Servicer to resolve any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations,
such inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed
in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following
additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The Operating Advisor did not participate in, or have access to, the [General][NCB] Special Servicer’s
and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have
authority to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally relied upon the information
delivered to it by the [General][NCB] Special Servicer as well as its interaction with the [General][NCB] Special Servicer, if
any, in gathering the relevant information to generate this report.



 


		2.	The [General][NCB] Special Servicer has the legal authority and responsibility to service the Specially
Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter
the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of the discussions held between it and the [General][NCB] Special Servicer regarding any Specially
Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As
a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the [General][NCB]
Special Servicer.



 


		4.	There are many tasks that the [General][NCB] Special Servicer undertakes on an ongoing basis related
to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital
reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating
Advisor has not assessed the [General][NCB] Special Servicer’s operational compliance with respect to those types of actions.



 



    Exhibit V-3


     


    

 


		5.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s
Website.



 


Terms used but not defined herein have the meaning
set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4


     


    

 


EXHIBIT W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF [GENERAL][NCB] SPECIAL SERVICER


 


Wilmington Trust, National Association

   as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2017-RC1

Telecopy number: (302) 630-4140


 


Wells Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-RC1

Telecopy Number: (410) 715-2380


 





[LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq.,

Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com,

jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com]







  


[National Cooperative Bank, N.A.

   as NCB Special Servicer

2011 Crystal Drive, Suite 800 


Arlington, Virginia 22202 


Attention: Kathleen Luzik, Chief Operating Officer 


Facsimile number (703) 647-3473 


Email: kluzik@ncb.coop]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
Series 2017-RC1, Recommendation of Replacement of [General][NCB] Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, LNR Partners, LLC, as General Special Servicer,


 



    Exhibit W-1


     


    

 


National Cooperative Bank, N.A., as NCB Master Servicer and as
NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of
Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 (the “Certificates”)
regarding the replacement of the [General][NCB] Special Servicer. Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review of the
[General][NCB] Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the
Pooling and Servicing Agreement, it is our assessment that [LNR Partners, LLC][National Cooperative Bank, N.A.], in its current
capacity as [General][NCB] Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in
accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment, we
further hereby recommend that [LNR Partners, LLC][National Cooperative Bank, N.A.] be removed as [General][NCB] Special Servicer
and that [________] be appointed its successor in such capacity.


 





	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


Dated: 


 




    Exhibit W-2


     


    

 


EXHIBIT X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2017-RC1 Asset Manager

Telecopy Number: (704) 715-0036]


  





[LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq.,

Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com,

jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com]







 


[National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800 


Arlington, Virginia 22202 


Attention: Kathleen Luzik, Chief Operating Officer 


Facsimile number (703) 647-3473 


Email: kluzik@ncb.coop]


 


		Re:	Access to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2017-RC1, Commercial
Mortgage Pass-Through Certificates, Series 2017-RC1



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain Pooling
and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), among the Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. Defined terms used herein and not otherwise defined shall have
the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association (“Wells
Fargo”)/LNR Partners, LLC (“LNR”)/National Cooperative Bank, N.A. (“NCB”)] understands
that [____] (the “Company”) is requesting certain confidential or non-public information relating to the Mortgage
Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such


 



    Exhibit X-1


     


    

 





[                    ]
[        ], 20[    ]

Page 2 







 


information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells Fargo/LNR/NCB] will provide the Company
with certain confidential, non-public servicing information (the “Confidential Information”) pertaining to the
Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information (a)
includes or may be based upon information provided to [Wells Fargo/LNR/NCB] by third parties, (b) may not have been verified by
[Wells Fargo/LNR/NCB], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells Fargo/LNR/NCB], the [“General
Master Servicer”/”General Special Servicer”/”NCB Master Servicer”/”NCB
Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined
below) shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the
Confidential Information, (y) any use of the Confidential Information, or (z) [Wells Fargo/LNR/NCB]’s failure or inability
to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute
“Confidential Information” for purposes of this letter agreement: (a) information that was already in Company’s
possession prior to its receipt from [Wells Fargo/LNR/NCB]; (b) information that is obtained by Company from a third person who,
insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary
obligation to [Wells Fargo/LNR/NCB]; (c) information that is or becomes publicly available through no fault of Company; and (d)
information that is independently developed by Company. The term “Representatives” with respect to any entity shall
mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal
counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo/LNR/NCB]’s election): (i) responses to reasonable written inquiries received from the
Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/LNR/NCB]’s surveillance group,
or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or any successor
or replacement system (“System”). [Wells Fargo/LNR/NCB] may cease or defer providing the Company with Confidential
Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) [Wells Fargo/LNR/NCB]
determines (in its sole discretion) that such termination is necessary for any reason, including its determination that such action
is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable
law. [Wells Fargo/LNR/NCB] shall cease to provide the Company with Confidential Information if [Wells Fargo/LNR/NCB] has actual
knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo/LNR/NCB]
determines that the provision, notice or access to such Confidential Information would violate the accepted servicing practices
or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information. [Wells


 



    Exhibit X-2


     


    

 


[                    ]
[        ], 20[    ]

Page 3 


 


Fargo/LNR/NCB]’s remedies hereunder, at law or at equity, are cumulative and may
be combined.


 


The Company agrees that it will not, and it shall
not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person or entity,
other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need to know the
information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company acknowledges
(i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information by it
or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo/LNR/NCB] intends at all times to comply with the terms and provisions of the
Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells Fargo/LNR/NCB]’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect to
the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


[                    ]
[        ], 20[    ]

Page 4 


 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein. 


 


	 	Very truly yours,

[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


  


	 	[LNR PARTNERS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


  


	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


CONFIRMED AND AGREED TO:



[COMPANY NAME]




 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 







 



    Exhibit X-4


     


    




 





EXHIBIT Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities, Inc., the depositor into
the above-referenced Trust, certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the Wells Fargo Commercial Mortgage Trust 2017-RC1 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) LNR Partners, LLC, as
General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, (B)
Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate
Administrator, and Wilmington Trust, National Association, as Non-Serviced Trustee, of the Peachtree Mall Village Mortgage Loan
and (C) LNR Partners, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate
Administrator, and Wilmington Trust, National Association, as Non-Serviced Trustee, of the DoubleTree by Hilton Tempe Mortgage
Loan].


 






    Exhibit Y-1


     


    

 





	Date: 	 	 	 
	 	 	 
	 	 	 


President
and Chief Executive Officer

Wells Fargo Commercial Mortgage Securities, Inc.

(Senior officer in charge of the securitization of the

depositor)










 




    Exhibit Y-2


     


    

 


EXHIBIT Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1 (the
“Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of March 1, 2017 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc. (the “Depositor”), as depositor, Wells Fargo Bank, National Association, as general master
servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer (the
“General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the
“NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”),
Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the
following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with
the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and



 






    Exhibit Z-1-1


     


    

 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.



 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Depositor, the
Trustee and/or the Custodian.


 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 




Date: 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   




    Exhibit Z-1-2


     


    

 


EXHIBIT Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1 (the
“Trust”)


 


I, [identify the certifying individual],
a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION][NATIONAL COOPERATIVE BANK, N.A.], as [General][NCB] Master Servicer
under that certain Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer
(the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (the “Certificate
Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf
of the [General][NCB] Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the Relevant Period, all servicing information and all reports
(the “Servicer Reports”) required to be submitted by the [General][NCB] Master Servicer to the Certificate Administrator
pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for
the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate
Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by each
Special Servicer in the special servicer backup certificate delivered by each Special Servicer relating to the Relevant Period,
the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the [General][NCB] Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual
compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the [General][NCB] Master
Servicer, and 



 



    Exhibit Z-2-1


     


    

 





	 	except as disclosed in the compliance certificate delivered by the [General][NCB] Master Servicer under Section 11.09
of the Pooling and Servicing Agreement, the [General][NCB] Master Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects during the Relevant Period;


 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [General][NCB] Master Servicer with respect to the Trust’s fiscal year
_____ have been provided all information relating to the [General][NCB] Master Servicer’s assessment of compliance with the
Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the [General][NCB]
Master Servicer for asset-backed securities with respect to the [General][NCB] Master Servicer or any Servicing Function Participant
retained by the [General][NCB] Master Servicer and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the [General][NCB] Special Servicer, but other than a Sub-Servicer, Additional Servicer or
any other third party retained by the [General][NCB] Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the [General][NCB] Master
Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports
that is in turn dependent upon information provided by the [General][NCB] Special Servicer under the Pooling and Servicing Agreement.
Solely with respect to the completeness of information and reports, I do not certify anything other than that all fields of information
called for in written reports prepared by the [General][NCB] Master Servicer have been properly completed and that any fields that
have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]


 




    Exhibit Z-2-2


     


    

 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 


	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]







  




    Exhibit Z-2-3


     


    

 


EXHIBIT Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1 (the
“Trust”)


 


I, [identify the certifying individual],
a [_______________ ] of [LNR PARTNERS, LLC][NATIONAL COOPERATIVE BANK, N.A.], as [General][NCB] Special Servicer under that certain
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), entered into
by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer
(in such capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer (the “General
Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master
Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Wilmington
Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”), and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, on behalf of the [General][NCB] Special Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special Servicer Reports”) required
to be submitted by the [General][NCB] Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual
report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the [General][NCB]
Special Servicer to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the [General][NCB] Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the
annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of
the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the [General][NCB]
Special Servicer, and except as disclosed in the compliance certificate delivered by the [General][NCB] Special Servicer under
Section 11.09 of the Pooling and Servicing Agreement, the 



  



    Exhibit Z-3-1


     


    

 





	 	[General][NCB] Special Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects during the Relevant Period;


 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [General][NCB] Special Servicer with respect to the Trust’s fiscal year
_____ have been provided all information relating to the [General][NCB] Special Servicer assessment of compliance with the Relevant
Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued
or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the [General][NCB]
Special Servicer for asset-backed securities with respect to the [General][NCB] Special Servicer or any Servicing Function Participant
retained by the [General][NCB] Special Servicer and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 


	 	[General][NCB] Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-3-2


     


    

 


EXHIBIT Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1 (The
“Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer
(the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”),
the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their
respective] officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement. 


 


Date:


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




    Exhibit Z-4-1


     


    

 


EXHIBIT Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1 (the
“Trust”)


 


I, [identify the certifying individual],
a [_______________] of Pentalpha Surveillance LLC (the “Operating Advisor”) as Operating Advisor under that
certain Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), entered
into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master
servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer (the
“General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the
“NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such
capacity, the “Certificate Administrator”) and Pentalpha Surveillance LLC, as Operating Advisor and as asset
representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the General Master Servicer, the NCB Master
Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for
inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
“Reports”) (such information provided by the Operating Advisor, collectively, the “Operating Advisor
Periodic Information”) have been submitted by the Operating Advisor to the General Master Servicer, the NCB Master Servicer,
the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 



    Exhibit Z-5-1


     


    

 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PENTALPHA SURVEILLANCE LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-5-2


     


    

 


EXHIBIT Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1 (The
“Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the
“Custodian”), under that certain Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR
Partners, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A.,
as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity,
the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to
the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 






    Exhibit Z-6-1


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-6-2


     


    

 


EXHIBIT Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-RC1 (the
“Trust”)


 


I, [identify the certifying individual],
a [_______________] of [______] (the “Asset Representations Reviewer”) as Asset Representations Reviewer under
that certain Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer
(the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”),
Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in
such capacity, the “Certificate Administrator”) and Pentalpha Surveillance LLC, as operating advisor and as
Asset Representations Reviewer, on behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the General Master Servicer,
the NCB Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K (the “Reports”) (such information provided by the Asset Representations Reviewer, collectively, the
“Asset Representations Reviewer Periodic Information”) have been submitted by the Asset Representations Reviewer
to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable,
for inclusion in these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.



 




    Exhibit Z-7-1


     


    

 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PENTALPHA SURVEILLANCE LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-7-2


     


    

 


EXHIBIT AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall
not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of
the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that
is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by either Master Servicer or either Special Servicer.


 


	 	SERVICING
    CRITERIA	APPLICABLE
    SERVICING 

CRITERIA
	Reference	Criteria	 
	 	Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	General
    Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer

    Custodian (as applicable)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer



 






    	Exhibit AA-1 



    	 



    

 


	 	SERVICING
    CRITERIA	APPLICABLE
    SERVICING 

CRITERIA
	Reference	Criteria	 
	 	Servicing Considerations	 
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
    (as applicable)1

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For
    purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution
    means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
    Administrator 

General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts.  These reconciliations (A) are mathematically accurate; (B) are prepared within
    30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements;
    (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain
    explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original
    identification, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes
    and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian



 





 






1           Only
to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year.


 






    	Exhibit AA-2 



    	 



    

 


	 	SERVICING
    CRITERIA	APPLICABLE
    SERVICING

 CRITERIA
	Reference	Criteria	 
	 	Servicing Considerations	 
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
        Administrator

        

        General
        Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

         

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
    loan documents.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are
    made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	General
    Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
    and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	General
    Special Servicer

    NCB Special Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction
    agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone
    calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	General
    Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    	Exhibit AA-3 



    	 



    

 


At all times that the
General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer are the same entity,
the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer, as applicable,
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 




    	Exhibit AA-4 



    	 



    



 


EXHIBIT BB



ADDITIONAL FORM 10-D DISCLOSURE


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator (or the applicable Master Servicer to the extent specified in Section 11.04 of the Pooling and Servicing Agreement)
any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent
such party has actual knowledge (and in the case of net operating income information, financial statements, annual operating statements,
budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of
the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence
of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special
Servicer or the NCB Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage
Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the
case may be. For this Series 2017-RC1 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB.


	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

        ●     Item 1121(a)(13) of Regulation
        AB

	●     Item 1121(a)(14) of Regulation
        AB
	
    ●     Certificate Administrator

    ●     Depositor

	
        Item 1A: Asset-Level Information

        ●     Item 1111(h) of Regulation
        AB

	●     Item 1125 of Regulation
        AB
	 ●     Each Master Servicer
	
        Item 1B: Asset Representations Reviewer and Investor Communication:


        ●     Item 1121(d) of Regulation
        AB

        ●     Item 1121(e) of Regulation
        AB
	
        ●     Certificate Administrator

        ●     Depositor

        ●     Asset Representations Reviewer




 






    	 Exhibit BB-1



     


    

 


	Item on Form 10-D	Party Responsible
	Item 2: Legal Proceedings:	  ●     Each Master Servicer (as to itself)
	●     Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)	
        ●     Each Special Servicer (as
        to itself)

        ●     Certificate Administrator
        (as to itself)

        ●     Trustee (as to itself)

        ●     Depositor (as to itself)

        ●     Operating Advisor (as to
        itself)

        ●     Any other Reporting Servicer
        (as to itself)

        ●     Trustee/Certificate Administrator/each
        Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

        ●     Each Mortgage Loan Seller
        as sponsor (as defined in Regulation AB)

        ●     Originators under Item 1110
        of Regulation AB

        ●     Party under Item 1100(d)(1)
        of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds	  ●     Depositor
	Item 4: Defaults Upon Senior Securities	  ●     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders	  ●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

        ●     Item 1112(b) of Regulation
        AB provided, however, that all of the following conditions shall apply:

        (a) information shall be required to be reported only with respect to
        a party or property (if any) identified as a “significant obligor” in the Prospectus;

        (b) the information to be reported shall consist of such quarterly
and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this

        
	
        ●     Each Master Servicer 

       



 






    	 Exhibit BB-2



     


    

 


	Item on Form 10-D	Party Responsible
	Pooling
and Servicing Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB,
only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior
period was required but not previously reported, such information for such prior period; and

(c) the information shall be reportable in the Form 10-D that relates
        to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the
        “Party Responsible” as described in clause (b) above.

                                                                                
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

        ●     Item 1124 of Regulation AB.
	  ●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

        ●     Item 1114(b)(2) and Item
        1115(b) of Regulation AB
	   ●     Depositor
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate Administrator,
        Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

        ●     Certificate Administrator
        (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account as of the
        related Distribution Date and the preceding Distribution Date)

        ●     Each Master Servicer (with
        respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Each Special Servicer (with
        respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding Distribution Date)

        




 






    	 Exhibit BB-3



     


    

 


	Item on Form 10-D	Party Responsible
	 	 ●     Any other party responsible
        for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation AB to the extent
        material to Certificateholders)
	
        Item 10: Exhibits (no. 3):

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of
        Item 601 of Regulation S-K)
	  ●     Depositor
	
        Item 10: Exhibits (no. 4):

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate Administrator

        ●     Depositor

        provided that, in each case, that this shall in no event be
        construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

	
        Item 10: Exhibits (no. 10):

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

        Published Report Regarding Matters Submitted to a Vote of Security Holders
        (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with respect
        to Item 5 above elects to publish a report containing the information required by 
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.



 






    	 Exhibit BB-4



     


    

 


	Item on Form 10-D	Party Responsible
	such Item 5 above and also elects to report the
        information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 
	
        Item 10: Exhibits (no. 23):

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference
        in the Depositor’s registration statement.
	●     Depositor
	
        Item 10: Exhibits (no. 24)

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but
        only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is
        signed pursuant to a power of attorney.
	●     Certificate Administrator
	
        Item 10: Exhibits (no. 99)

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not Applicable.
	
        Item 10: Exhibits (no. 100)

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not Applicable.
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.







    	 Exhibit BB-5



     


    

 


EXHIBIT CC



ADDITIONAL FORM 10-K DISCLOSURE


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor and the
Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K”
column to the extent such party has actual knowledge (and in the case of net operating income information, financial statements,
annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession) of
such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in each case, in its capacity as such) shall be entitled to conclusively assume that there is no
“significant obligor” other than a party or property identified as such in the Prospectus and to assume that no other
party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the General Master
Servicer, the NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to provide any information
for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is
not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2017-RC1 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in each case, in its capacity as such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


	Item on Form 10-K 	Party Responsible
	Item 1B: Unresolved Staff Comments	●     Depositor



 






    	 Exhibit CC-1



     


    

 


	
        Item 9B: Other Information, but only to the extent
        of any information that meets all the following conditions:

        (a) such information constitutes “Additional
        Form 8-K Disclosure” pursuant to Exhibit DD,

        (b) such information is required to be reported
        as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

        (c) such information was not previously reported
        as “Additional Form 8 K Disclosure” or as “Additional Form 10-D Disclosure”
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool
        Assets) – Part 1 of 3 Parts:

        ●     Item 1112(b)
        of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus, (ii)
        such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information as
        “Additional Form 10-D Information”.
	●     The applicable Mortgage Loan Seller.
	
        Instruction J(2)(b) (Significant Obligors of Pool
        Assets) – Part 2 of 3 Parts:

        ●     Item 1112(b)
        of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable Master
        Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.
	●     Depositor



 






    	 Exhibit CC-2



     


    

 


	
        Instruction J(2)(b) (Significant Obligors of
        Pool Assets) – Part 3 of 3 Parts:

        ●     Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

        (a) information shall be required to be reported
        only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

        (b) the information to be reported shall consist
        of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as
        applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
        or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
        Agreement; provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only
        net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period
        was required but not previously reported, such information for such prior period; and

        (c) the information shall be reportable only to
        the extent that is has not previously been reported as “Additional Form 10-D Information”.
	
        ●     Each Master Servicer 


         

	
        Instruction J(2)(c) (Significant Enhancement
        Provider Information):

        ●     Items 1114(b)(2)
        and 1115(b) of Regulation AB
	●     Depositor



 






    	 Exhibit CC-3



     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):

        ●     Item 1117
        of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
        material to security holders)
	
        ●     Each Master Servicer (as to
        itself)

        ●     Each Special Servicer (as to
        itself)

        ●     Certificate Administrator (as
        to itself)

        ●     Trustee (as to itself)

        ●     Depositor (as to itself)

        ●     Trustee/Certificate Administrator / each Master Servicer/Depositor/ each Special Servicer as to the Trust
(whichever of them is in principal control of the proceedings)

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

        ●     Originators
        under Item 1110 of Regulation AB

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain
        Relationships and Related Transactions) – Part 1 of 2 Parts:

        1119(a) of Regulation AB,

        but only the existence and (if existent) how there
        is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one
        hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4)
        any other party listed under this item as a “Party Responsible”; provided, however, that
        an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
        previously reported as “Additional Form 10-K Disclosure”.

        and

        ●     1119(b)
of Regulation AB,
	
        ●     Each Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Each Special
        Servicer

        ●     Certificate
        Administrator

        ●     Trustee

        ●     Each party
        (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or more
        Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of the
        Trust at the date of the Prospectus (provided that such a party shall no longer constitute a 

        




 



    	 Exhibit CC-4



     


    




 





	
        but only the existence and (if existent)
the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into
outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with
an unrelated third party (apart from the Series 2017-RC1 transaction) between itself (that is, the particular “Party Responsible”)
or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage
Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding
(A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10
K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

        and

        ●     1119(c) of Regulation AB,

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2017-RC1 transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as 
	
        “Party
Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and
Servicing Agreement to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

        ●     Each party
        (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the assets
        of the Trust for purposes of Regulation AB and the upcoming Form 10 K” in a written notice delivered to the parties to this
        Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10 K is due.

        ●     Each party
        (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or substantially
        similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible” under this
        item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement to the effect
        that such party no longer constitutes a material party for purposes of Regulation AB.

        ●     Each party
        (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes of
        Regulation AB and the upcoming Form 10 K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10 K is due.




 






    	 Exhibit CC-5



     


    

 


	“Additional Form 10 K Disclosure”.	 
	
        Instruction J(2)(e) (Affiliations and Certain
        Relationships and Related Transactions) – Part 2 of 2 Parts:

        1119(a) of Regulation AB,

        But only the existence and (if existent) how
        there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one
        or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.

        and

        ●     1119(b)
        of Regulation AB,

        but only the existence and (if existent) the
        general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside
        the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
        third party (apart from the Series 2017-RC1 transaction) between itself (that is, the particular “Party Responsible”),
        on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
        be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
        investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
        was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K 

       	
        ●     Depositor

        ●     Each Mortgage
        Loan Seller




 






    	 Exhibit CC-6



     


    

 


	Disclosure”.

                                                                                                                                                                       

                                                                                                                                                                     and

                                                                                                                                                                      

                                                                                                                                                                     ●     1119(c)
        of Regulation AB,

                                                                                                                                                                      

                                                                                                                                                                     but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2017-RC1
        transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 	 
	
        Item 15: Exhibits (no. 2):

        Plan of acquisition, reorganization, arrangement,
        liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor	 
	
        Item 15: Exhibits (no. 3):

        Articles of incorporation and by-laws (Exhibit
        No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor	 
	
        Item 15: Exhibits (no. 4):

        With respect to instruments defining the rights
        of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Trustee

        ●     Certificate
        Administrator

        ●     Depositor

        provided that, in each case,
that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
	 



 






    	 Exhibit CC-7



     


    

 


	 	and
    Servicing Agreement 

                                                                                                                                       provided,
                                         further, in each case, that in the event any reportable agreement
                                         is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
                                         shall be the responsible party. 
	 
	
        Item 15: Exhibits (no. 10):

        Material contracts (Exhibit No. 10 of Item 601
        of Regulation S-K)
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):

        Statement regarding computation of per share
        earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 12):

        Statement regarding computation of ratios (Exhibit
        No. 12 of Item 601 of Regulation S-K)
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 13):

        Annual report to security holders, Form 10 Q
        and Form 10 QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 14):

        Code of Ethics (Exhibit No. 14 of Item 601 of
        Regulation S-K).
	●     Not Applicable	 



 






    	 Exhibit CC-8



     


    

 


	
        Item 15: Exhibits (no. 16):

        Letter re change in certifying accountant (Exhibit
        No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 18):

        Letter re change in accounting principles (Exhibit
        No. 18 of Item 601 of Regulation S-K)
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

        Subsidiaries of registrant (Exhibit No. 18 of
        Item 601 of Regulation S-K)
	●     Depositor.	 
	
        Item 15: Exhibits (no. 22):

        Published Report Regarding Matters Submitted
        to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 23) – Part 1 of
        2 Parts:

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form
        10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent
        of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and
        Servicing Agreement.
	●     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2 of
        2 Parts:

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for
        purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
        11.13 of this Pooling and Servicing 
	
        ●     Each Master
        Servicer

        ●     Each Special
        Servicer

        ●     Depositor

        ●     Any other
        Servicing Function Participant

        provided, however, in each
        case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the
        extent that such party is 
	 



 






    	 Exhibit CC-9



     


    

 


	Agreement.

                                                                                 
	required
    to deliver or cause the delivery of the related attestation report.
	
        Item 15: Exhibits (no. 24)

        Power of Attorney (Exhibit No. 24 of Item 601
        of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on
        behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 31(i))

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
        No. 31(i) of Item 601 of Regulation S-K).
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
        No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

        Section 1350 Certifications (Exhibit No. 32 of
        Item 601 of Regulation S-K).
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

        Report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

        Attestation report on assessment of compliance
        with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

        Servicer compliance statement (Exhibit No. 35 
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.



 






    	 Exhibit CC-10



     


    






	of Item 601 of Regulation S-K).

                                                                                 
	 
	
        Item 15: Exhibit (no. 36)

        Certification For Shelf Offerings of Asset-Backed
        Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor
	
        Item 15: Exhibits (no. 99)

        Additional exhibits (Exhibit No. 99 of Item 601
        of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

        XBRL-Related Documents (Exhibit No. 100 of Item
        601 of Regulation S-K).
	●     Not Applicable.
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that
such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged
that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD
with respect to any exhibits to a Form 10-K).	 
	
        Item 15: Exhibit (no. 101)

        Interactive Data File (Exhibit No. 101 of Item
        601 of Regulation S-K).
	Not Applicable
	
        Item 15: Exhibit (no. 102)

        Asset Data File (Exhibit No. 102 of Item 601
        of Regulation S-K).
	Not Applicable

                                                                                 



	
        Item 15: Exhibit (no. 103)

        Asset Related Document (Exhibit No, 103 of Item
        601 of Regulation S-K).
	
        Not Applicable



 





 



    	 Exhibit CC-11



     


    


 


EXHIBIT DD



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate
Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K”
column to the extent such party has actual knowledge of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special
Servicer (in each case, in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master Servicer,
the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in each case, in its capacity as such) shall
be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified
as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB
Special Servicer be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for
which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may
be. For this Series 2017-RC1 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in each case, in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible
	Item 1.01:  Entry into a Material Definitive Agreement	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3 to Item
1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent 

         
	 




 






    	 Exhibit DD-1



     


    

 


	 	of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

                                                                                 

	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03:  Bankruptcy or Receivership	●     Depositor
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an 	●     Depositor





 






    	 Exhibit DD-2



     


    

 


	Obligation under an Off-Balance Sheet Arrangement	●     Certificate
        Administrator
	Item 3.03:  Material Modification to Rights of Security Holders	●     Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item  6.01:  ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee 

        ●     Depositor

         

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
Administrator 

        ●     Each
        Master Servicer or each Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Each
Master Servicer (as to a party appointed by such Master Servicer) 

        ●     Each
Special Servicer 

        ●     Certificate
Administrator 

        ●     Depositor

         

	Item 6.03:  Change in Credit Enhancement or External Support	
        ●     Depositor 

        ●     Certificate
        Administrator

         

	Item 6.04:  Failure to Make a Required Distribution	●     Certificate Administrator
	Item 6.05:  Securities Act Updating Disclosure	●     Depositor
	Item 7.01:  Regulation FD Disclosure	●     Depositor
	Item 8.01:  Other Events	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
        601 of Regulation S-K)

         
	●     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization,

         
	●     Depositor



 






    	 Exhibit DD-3



     


    

 


	 arrangement,
        liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)	 
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
        No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights
        of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

         

        provided that, in each case, that
        this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
        regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
        S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601
        of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
        No. 17 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security
        holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not Applicable



 






    	 Exhibit DD-4



     


    

 


	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form
        10-D) that is incorporated by reference in the Depositor’s registration statement.

         
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item
        601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
        on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item
        601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of
        Item 601 of Regulation S-K).

         
	●     Not Applicable.


 






    	 Exhibit DD-5



     


    

 


EXHIBIT
EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Wells Fargo
Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2017-RC1—SEC REPORT
PROCESSING


 


		RE:	**Additional
                                         Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [         ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 




    	Exhibit EE-1 



     

    

 


Any
inquiries related to this notification should be directed to [                 
], phone number: [                  
]; email address: [                  ].


 





	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


cc:
Depositor


 




    	Exhibit EE-2 



     

    

 


EXHIBIT
FF

INITIAL SUB-SERVICERS


 


		1.	Bellwether
                                         Enterprise Real Estate Capital, LLC



 


		2.	Berkadia
                                         Commercial Mortgage LLC



 


		3.	Grandbridge
                                         Real Estate Capital LLC



 


		4.	NorthMarq
                                         Capital, LLC



 


		5.	Wells
                                         Fargo Bank, National Association



 




    	Exhibit FF-1 



     

    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


		1.	NorthMarq
                                         Capital, LLC



 


		2.	Bellwether
                                         Enterprise Real Estate Capital, LLC



 




    	Exhibit GG-1 



     

    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


Wells
Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer] [LNR
Partners, LLC, as General Special Servicer] [National Cooperative Bank, N.A., as NCB Master Servicer] [National Cooperative Bank,
N.A., as NCB Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National
Association, as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities,
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


Date: _________________________________________


 


[WELLS FARGO
BANK, NATIONAL ASSOCIATION,

as general master servicer]

[LNR PARTNERS, LLC,

as general special servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB master servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as trustee]


 


	 	 	 
	By:	 	 
	 	Name:

    Title:	 


 




    	Exhibit HH-1 



     

    

 


EXHIBIT
II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 


 






1
       Describe any permissible exclusions, including those permitted under telephone
interpretation 17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving an offer and
sale of asset-backed securities that were not required to be issued), if applicable.


 






    	Exhibit II-1 



     

    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date of Certification]


 


	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	Exhibit II-2 



     

    

 


EXHIBIT
JJ



CREFC® PAYMENT INFORMATION


 


Payments shall
be made to “CRE Finance Council” and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: President


 


or
by wire transfer to:


 


Account Name:
Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 




    	Exhibit JJ-1 



     

    

 


EXHIBIT
KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS NOTIFICATION


 


VIA
E-MAIL:


 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@weilsfargo.com and trustadministratorgroup@wellsfargo.com


 


Ref:
WFCM 2017-RC1, Additional Debt Notice for From 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 


	Portfolio
    Name	Mortgage

    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	WFCM
    2017-RC1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	WFCM
    2017-RC1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	WFCM
    2017-RC1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



    	Exhibit KK-1 



     

    

 


EXHIBIT
LL



FORM OF INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT FOR NCB CO-OP MORTGAGE LOANS


 


THIS
INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__
between [_______], a [___________] having an office at [__________] in its capacity as senior lender (“Lender”),
and [_________], a [_________] having an office at [__________] in its capacity as subordinated lender (“Subordinated
Lender”).


 


W
I T N E S S E T H:


 


WHEREAS,
Lender is the holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the
date hereof in the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS,
Subordinated Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower
in the amount of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS,
Lender and Subordinated Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective
interests in the Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements
with Borrower;


 


NOW,
THEREFORE, in consideration of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lender and Subordinated Lender agree as follows:


 


Defined
Terms. As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall
otherwise require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 






    	Exhibit LL-1 



     

    

 


“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or under
management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning commercial
or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event
of Default” – Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which has
occurred and is continuing beyond any applicable grace or curative period, and (ii) with respect to the Subordinated Loan and
the Subordinated Loan Documents, any default thereunder which has occurred and is continuing beyond any applicable grace or curative
period.


 


“Loan
Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a first lien upon the Project and any other documents evidencing and securing
the Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from
time to time, in accordance with the terms hereof.


 


“Permitted
Fund Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund with
committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any
federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form
of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements located
or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).


 






    	Exhibit LL-2 



     

    

 


“Qualified
Transferee” – Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one or more of
the following:


 


(A)      a
real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)       an
investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the Eligibility
Requirements;


 


(C)       an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies the
Eligibility Requirements;


 


(D)       any
entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)       a
Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer
Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization
Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this
definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO
Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that
are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any of the relevant trustee, special
servicer, or manager fails to meet the requirements of this clause (E), such Person must be replaced by a Person meeting the requirements
of this clause (E) within thirty (30) days; or


 


(F)       an
investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity
that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the general partner,
managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition.


 


“Qualified
Trustee” – Shall mean (i) a corporation, national bank, national banking association or a trust company, organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers


 






    	Exhibit LL-3 



     

    

 


and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.


 


“Rating
Agencies” – Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized
statistical rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that
have rated any of the Certificates.


 


“Rating
Agency Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require
a Rating Agency Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required
Special Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special servicer
is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12)
month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on
any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.         Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)       Subordinated
Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all of the terms and provisions
of the Loan Documents, (ii) the continued performance of the Loan Documents


 






    	Exhibit LL-4 



     

    

 


will
not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default
under the Subordinated Loan Documents, and (iii) any application or use of the proceeds of the Loan for purposes other than those
provided in the Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)       Lender
hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this Agreement, all
of the terms and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance of the Subordinated
Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would
constitute a default under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated Loan for purposes
other than those provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and provisions of this
Agreement or the Subordinated Loan Documents.


 


2.         Representations
and Warranties.


 


(a)        Subordinated
Lender hereby represents and warrants as follows:


 


(i)         Subordinated
Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents. To Subordinated
Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under any of the Subordinated Loan Documents.


 


(ii)        Subordinated
Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security interest, option
or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(iv)       Subordinated
Lender has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.


 


(v)        Subordinated
Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to
execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)       All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated Lender have
been duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vii)     Subordinated
Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of
Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to


 






    	Exhibit LL-5 



     

    

 


(a)
applicable bankruptcy, reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless
of whether a proceeding is brought in law or in equity.


 


(viii)     To
Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of,
or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated Lender of
the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)       None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated Lender, (b) to Subordinated
Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person
the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under
the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Subordinated Lender is a
party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge, result in the creation of any
lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets
of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or
other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency
or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated Lender or
upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s knowledge,
constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated Lender.


 


(x)        The
Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)       Lender
hereby represents and warrants as follows:


 


(i)         Lender
has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s actual
knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Loan Documents.


 


(ii)        Lender
is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or waived.


 






    	Exhibit LL-6 



     

    

 


(iv)       Lender
is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)       All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been duly taken,
and all such actions continue in full force and effect as of the date hereof.


 


(vi)       Lender
has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Lender
enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency and moratorium
laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.


 


(vii)      To
Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated
by this Agreement other than those that have been obtained.


 


(viii)     None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Lender, (b) to Lender’s
knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to
terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms
of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender is a party or to which
any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien, charge, encumbrance, mortgage,
lease, claim, security interest, or other right or interest upon the properties or assets of Lender pursuant to the terms of any
such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (d) violate any judgment,
order, injunction, decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which
Lender has knowledge against, or binding upon, Lender or upon any of the securities, properties, assets, or business of Lender
or (e) to Lender’s knowledge, constitute a violation by Lender of any statute, law or regulation that is applicable to Lender.


 


(ix)       The
Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.          Subordination
and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated Loan Documents
(and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated Loan, in
each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby and all
of the foregoing (collectively, the


 






    	Exhibit LL-7 



     

    

 


“Subordinated
Interests”) shall at all times be junior, subject and subordinate to the lien and security interest created by the Loan
Documents and all of the terms, covenants, conditions, rights and remedies contained in the Loan Documents, and no amendments
or modifications of the Loan Documents or waivers of any provisions thereof shall affect the subordination of the Subordinated
Interests as set forth in this Section 3, it being understood and agreed that the Loan Documents and the liens and security interests
created thereby shall be and remain a prior lien against the Project. In addition, all of Subordinated Lender’s rights to
payment of the Subordinated Loan and the obligations evidenced by the Subordinated Loan Documents are hereby subordinated to all
of Lender’s rights to payment by Borrower of the Loan and the obligations secured by the Loan Documents, and Subordinated
Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received
directly, indirectly or by set-off, counterclaim or otherwise) from Borrower and/or from the Project upon the occurrence and during
the continuance of an Event of Default (as defined in the Loan Documents) under the Loan. If a Proceeding shall have occurred,
Lender shall be entitled to receive payment and performance in full of all amounts due or to become due to Lender before Subordinated
Lender is entitled to receive any payment on account of the Subordinated Loan. All payments or distributions upon or with respect
to the Subordinated Loan which are received by Subordinated Lender contrary to the provisions of this Agreement shall be received
and held in trust by the Subordinated Lender for the benefit of Lender and shall be paid over to Lender in the same form as so
received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash
property or securities) for, the payment or performance of the Loan in accordance with the terms of the Loan Documents. Nothing
contained herein shall prohibit the Subordinated Lender from making protective advances (and adding the amount thereof to the
principal balance of the Subordinated Loan) notwithstanding the existence of a default under the Loan at such time.


 


4.         Modifications,
Amendments, Etc.


 


(a)        Lender
shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”)
of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal
amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents,
(iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension
options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any
other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting
transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any
contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation
of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited
or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount
of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be
obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender,
compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default


 






    	Exhibit LL-8 



     

    

 


(as
defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal
amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding
the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making
of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof
(including default interest), shall not be deemed to contravene this Section 2.


 


(b)       Subordinated
Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated Loan Modification”)
of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan Modification shall (i) increase
the interest rate or principal amount of the Subordinated Loan, (ii) increase in any other material respect any monetary obligations
of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled maturity date of the Subordinated Loan (except
that Subordinated Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of
the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan into or for any other indebtedness or subordinate
the Subordinated Loan to any indebtedness of Borrower, (v) provide for any additional contingent interest, additional interest
or so called “kicker” measured on the basis of the cash flow or appreciation of the Project (or other similar equity
participation), (vi) amend or modify the provisions of the Subordinated Loan Documents limiting transfers of direct or indirect
interest in Borrower, (vii) modify or amend the terms and provision of any Subordinated Loan Document with respect to the manner,
timing or method of the application of payments under the Subordinated Loan Documents, (vi) cross default the Subordinated Loan
with any other indebtedness, or (vii) amend or modify the provisions limiting transfers of interests in the Borrower or the Project.
Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Subordinated Loan Documents,
Subordinated Lender shall be permitted to modify or amend the Subordinated Loan Documents in connection with a work out or other
surrender, compromise, release, renewal or modification of the Subordinated Loan except that under no conditions shall clause
(i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only),
clause (iv) or clause (v) be modified without the written consent of the Lender. In addition and notwithstanding the foregoing
provisions of this Section 6(b), any amounts funded by the Subordinated Lender under the Subordinated Loan Documents as a result
of (A) the making of any Protective Advances or other advances by the Subordinated Lender, or (B) interest accruals or accretions
and any compounding thereof (including default interest), shall not be deemed to contravene this Section 6(b).


 


(c)       Lender
shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters, waivers
or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments have
been executed by Lender.


 


(d)       Subordinated
Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations,


 






    	Exhibit LL-9 



     

    

 


changes
or revisions to any one or more of the Subordinated Loan Documents (including, without limitation, any side letters, waivers or
consents entered into, executed or delivered by Subordinated Lender) within a reasonable time after any of such applicable instruments
have been executed by Subordinated Lender.


 


5.         Default
Notice.


 


(a)        Subordinated
Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving of such notice of
default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default. Lender may, but
shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by Lender as and for
the cure by Borrower.


 


(b)       Lender
shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice of default
to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may, but shall
not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and for the
cure by Borrower.


 


6.         Casualty
and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or
a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior
interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”).
Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in
any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns
its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees
to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written
confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by
Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing
agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either
the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore
the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and
required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have
claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender
of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall
continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award
or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to
be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from
any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair
and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available
to the Borrower


 






    	Exhibit LL-10 



     

    

 


for
the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.


 


7.         Foreclosure
of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall remain outstanding, (A)
due notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given to Lender, and true copies
of all papers served or entered in such action will be delivered to Lender, (B) no portion of the rents, issues and profits of
the Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents except through a receiver
appointed by the court in which such foreclosure action is brought, after due notice for the appointment of such receiver shall
have been given to Lender, (C) the rents, issues and profits collected by any such receiver shall be applied first to the payment
of taxes, maintenance and operating charges and disbursements incurred in connection with the operation and maintenance of the
Project and next to the payment of principal and interest (including, without limitation, default interest and late payment charges)
due under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action shall be brought for the
foreclosure of the Loan Documents and an application shall be made for an extension of the receivership for the benefit of Lender,
all such rents, issues and profits held by such receiver as of the date of such application shall be applied by the receiver solely
for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof until Lender has received
all amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents to, and shall not object
to, any action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated Lender further
agrees that it shall not institute any action or proceeding for the appointment of a receiver at any time during which a receiver
shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or caused the appointment
of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to take all action reasonably
necessary to terminate such appointment in order to facilitate Lender’s appointment of same.


 


8.         Rights
of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective Advance
by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior to the
payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies under
the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall not
acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other collateral
now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan Documents
or the liens, rights, estates and interests created thereby.


 


9.         Transfer
of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated
Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee
shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such Transfer
is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated Lender hereunder and
agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and
warranties contained herein for the benefit of the Lender.


 






    	Exhibit LL-11 



     

    

 


At
least five (5) days prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification
that such transfer will be made in accordance with this Section 9, such certification to include the name and contact information
of the Qualified Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated
Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge customary fees in connection with any such action, which fee, together with
any and all other reasonable costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same,
including, without limitation, reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender
may, from time to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any
such Transfer or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects
set forth in this Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions
of this Agreement.


 


Notwithstanding
anything contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.       Notices.
All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage prepaid, return
receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices shall be
deemed to have been given when received. Either party may change its address for notices hereunder by written notice to the other
party.


 


11.       Obligations
Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated Lender under this Agreement
shall remain in full force and effect irrespective of:


 


(i)         any
lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or instrument
relating thereto;


 


(ii)        any
taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent
to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)       any
manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan, or any manner
of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any other assets
of Borrower or any other Affiliates of Borrower;


 


(iv)       any
change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower;
or


 






    	Exhibit LL-12 



     

    

 


(v)       any
other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor
or a Lender subject to the terms hereof.


 


12.       Continued
Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated Lender
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.       Estoppel.


 


(a).       Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth the
then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the Subordinated
Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under the Subordinated
Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by Lender and by any prospective
purchaser of all or any interest in the Loan.


 


(b).       Lender
shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement
setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the
Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended
that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective
purchaser of all or any interest in the Subordinated Loan.


 


14.       No
Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to inure to Borrower,
or any other Person other than the respective successors and permitted assignees of the parties hereto. This Agreement may not
be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change
is sought.


 


15.       Counterpart
Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.


 


16.       No
Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.


 


17.       No
Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or joint tenancy
relationship between or among any of the parties hereto.


 






    	Exhibit LL-13 



     

    

 


18.       Captions.
The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed
to be a part hereof.


 


19.       Conflicts.
In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this Agreement shall control.


 


20.       No
Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform all of the
terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of Borrower under
the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions, obligations,
covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under the Subordinated
Loan Documents.


 


21.       Severability.
In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law,
and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions
or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same
affect the validity or enforceability of any other provision of this Agreement.


 


22.       Expenses.


 


(a)       Subordinated
Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection with the (i) exercise or enforcement
of any of the rights of Lender against Subordinated Lender hereunder to the extent that Lender is the prevailing party in any
dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe any of the provisions hereof.


 


(b)       Lender
agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the extent that Subordinated
Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform or observe any of the
provisions hereof.


 


23.       Injunction.
Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary damages are not an adequate
remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated Lender hereunder would cause
irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach of this Agreement by the other,
the remedies of


 






    	Exhibit LL-14 



     

    

 


injunction,
declaratory judgment and specific performance shall be available to such non breaching party.


 


24.       Each
of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated Loan
Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated Lender
agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.       Waiver
of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 


26.       Successors
and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and their respective permitted
successors and assigns. Lender shall have the right to record this Agreement.


 


27.       Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.


 


28.       Amendments.
No provision of this Agreement shall be waived, amended or supplemented except by written agreement of the party charges with
such waiver, amendment or supplement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	LENDER:

                     

                    [__________]

	 	 	 
	 	By:	 


 


	 	SUBORDINATED LENDER:

                     

                    [__________]

	 	 	 
	 	By:	 


 




    	Exhibit LL-15 



     

    

 





	STATE OF NEW YORK	)	 
	 	)   ss.:	 
	COUNTY OF NEW YORK	)	 


 


On
the __ day of ________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


 


	 	 
	 	Signature and Office of individual taking
    acknowledgment


 





	STATE OF NEW YORK	)	 
	 	)   ss.:	 
	COUNTY OF NEW YORK	)	 


 


On
the ___ day of _________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.


 


	 	 
	 	Signature and Office of individual taking
    acknowledgment


 




    	Exhibit LL-16 



     

    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT
BALANCE REPORTING: SEND VIA EMAIL TO: CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL
OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo
Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2017-RC1—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


 


RE: **Additional
Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [         ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Accounts and REO Account balance information:


 


	Account
    Name	Beginning
    Balance as of 

    MM/DD/YYYY	Ending
    Balance as of 

    MM/DD/YYYY
	General
    Master Servicer’s Collection Account	 	 
	NCB
    Master Servicer’s Collection Account	 	 
	REO
    Account	 	 


 






    	Exhibit MM-1 



     

    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                  
], phone number: [                    
]; email address: [                  ].


 


	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


cc:
Depositor


 




    	Exhibit MM-2 



     

    

 


EXHIBIT
NN


 


FORM
OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services WFCM 2017-RC1


 


Wells
Fargo Bank, National Association

as General Master Servicer



Commercial
Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2017-RC1 Asset Manager


 





LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq.,

Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com,

jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com







  


National
Cooperative Bank, N.A.

as NCB Master Servicer and as NCB Special Servicer



2011 Crystal
Drive, Suite 800


Arlington,
Virginia 22202


Attention:
Kathleen Luzik, Chief Operating Officer


Facsimile
number (703) 647-3473


Email:
kluzik@ncb.coop


 


Pentalpha
Surveillance LLC


as Operating Advisor


375 N. French Road, Suite 100


Amherst, New
York, 14228


Attention:
WFCM 2017-RC1 Transaction Manager


With a copy
sent via email to: notices@pentalphasurveillance.com with WFCM 2017-RC1 in the subject line


 






    	Exhibit NN-1 



     

    

 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of March 1, 2017,
                                         by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
                                         Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General
                                         Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB
                                         Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer



 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:






	 	 	 	 
	 	 	 	 
	 	 	 	 





 


Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor. To the extent that any Control Termination Event
                                         or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 





	 	Very truly yours,
	 	 
	 	 	(Transferee)


 






    	Exhibit NN-2 



     

    

 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit NN-3 



     

    

 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the Pooling and Servicing
                                         Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 


 






1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.



 






    	Exhibit OO-1 



     

    

 





	 	PENTALPHA
    SURVEILLANCE LLC,

    as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit OO-2 



     

    




 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]

 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	R&W
    #	R&W
    Name	Test
    #	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	32b	 	 



 



    	Exhibit OO-3 



     

    

 


EXHIBIT
PP


 


FORM
OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



1  This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 






    	Exhibit PP-1 



     

    

 








	 	PENTALPHA
    SURVEILLANCE LLC,

    as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    	Exhibit PP-2 



     

    

 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations
    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity



 






    	Exhibit PP-3 



     

    




Exhibit
QQ


 


ASSET
REVIEW PROCEDURES 


 


Pursuant
to the terms and
subject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”), the Asset Representations
Reviewer (“Asset Representations Reviewer”) shall perform an
Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent
Loan in accordance with the procedures set forth below (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review
Materials described in this Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate
its Asset Review in accordance with the Asset Review Standard. Capitalized terms
used herein but not defined herein have the
meaning set forth in the PSA or, solely with respect to a representation and warranty,
the meaning set forth in the related mortgage loan purchase agreement (the
“Mortgage Loan Purchase Agreement”). For the avoidance of doubt,
in connection with the performance of the following Tests:


 


		(A)	With
                                         respect to any representation and warranty that includes a
                                         knowledge qualifier (e.g., to the Mortgage
                                         Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall
                                         not be responsible for any investigation or
                                         review beyond that set forth in the applicable
                                         Test related to such representation and warranty;



 


		(B)	With
                                         respect to
                                         any representation and warranty
                                         that includes the examination
                                         of an insurance policy or Title Policy,
                                         the Asset Representations Reviewer will be permitted
                                         to engage a qualified consultant to perform
                                         a review of the
                                         applicable policy, and will be allowed to
                                         rely upon the conclusions of the consultant when making a determination
                                         as to whether there is a Test pass.



 


		(C)	The
                                         Asset Representations Reviewer shall be
                                         under no duty to provide or obtain
                                         a legal opinion, legal review or
                                         legal conclusion;



 


		(D)	Unless
                                         otherwise provided in the Test, the
                                         “as of” date for the testing
                                         of a representation is as of the Closing
                                         Date;



 


		(E)	Unless
                                         otherwise provided in the Test, if there is more
                                         than
                                         one
                                         version of the same
                                         document with respect to a particular
                                         Mortgage Loan or Mortgaged Property, the
                                         document that will be used by the Asset
                                         Representations Reviewer in testing is the document that is dated as of the Closing Date
                                         or, if none, the document closest prior to the Closing Date;



 


		(F)	With
                                         respect to
                                         each representation and warranty and its
                                         related Test(s), the Asset
                                         Representations Reviewer shall take into
                                         account any exceptions
                                         to such representation and warranty
                                         described in the Mortgage Loan Purchase
                                         Agreement with respect to a Mortgage
                                         Loan, and a Test pass shall be deemed
                                         to have occurred with respect to such Test if the sole reason for not satisfying the
                                         applicable Test is caused by such exception(s);



 


		(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



 






    WFCM 2017-RC1
QQ-1


     

    

 


 


		(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be
obligated to perform additional procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations
Reviewer will not be required to review any information other than (1) Review Materials specified in the related Test and (2)
if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited
Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited
Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review
Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 






    WFCM 2017-RC1
QQ-2


     

    

 


 


	

    Representations and Warranties	          Test	Review
    Materials





	1.
    Complete Mortgage File. Intentionally Omitted.	1	N/A	N/A

         

	2.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each
    Mortgage Loan is a whole loan and not a participation interest in a mortgage loan.  At the time of the sale, transfer
    and assignment to the depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the
    Mortgage Loan Seller), participation (other than a Mortgage Loan that is part of a Whole Loan) or pledge, and the Mortgage
    Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan),
    any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment,
    subservicing or similar agreement.  The Mortgage Loan Seller has full right and authority to sell, assign and transfer
    each Mortgage Loan, and the assignment to the depositor constitutes a legal, valid and binding assignment of such Mortgage
    Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.	2a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
    Mortgage Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan.
    If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified
    as such, it will be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	2b	Review
    all Asset Status Reports and Final Asset Status Reports to the extent previously prepared by the Special Servicer (collectively
    referred to in this Exhibit QQ as “Collective Asset Status Reports”) for notation of any Mortgage Note
    or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge,
    or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear
    of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage
    Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	2c	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the Mortgage Loan Seller not having the
    full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test
    pass.	Collective
    Asset Status Reports
	2d	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the assignment to the Depositor not constituting
    a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective
    Asset Status Reports
	3.
    Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty
    and other	3a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that	Mortgagor’s
    Counsel Opinion


 




    WFCM 2017-RC1
QQ-3


     

    

 


 





	

    Representations and Warranties	          Test	Review
    Materials





	agreement
    executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the
    legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions
    contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation),
    as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy,
    insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
    rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding
    in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions
    requiring the payment of default interest, late fees or prepayment premium/yield maintenance charge) may be further limited
    or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability
    will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization
    of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).


    Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission
    available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents,
    including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage
    Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits
    intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.
	 	the
    related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by
    or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid
    and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained
    in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation),
    as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 3. If such
    indication exists, it will be a Test pass.	 
	3b	Review
    the Collective Asset Status Reports for notation of any valid offset, defense, counterclaim or right of rescission available
    to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including,
    without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan
    Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage
    Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan
    Documents. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	4.
    Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.	4	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication
    exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion


 




    WFCM 2017-RC1
QQ-4


     

    

 


 





	

    Representations and Warranties	          Test	Review
    Materials





	5.
    Hospitality Provisions. Intentionally Omitted.	5

         
	N/A	N/A
	6.
                                         Mortgage Status; Waivers and Modifications. Since origination and except by written
                                         instruments set forth in the related Mortgage File or as otherwise provided in the related
                                         Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage
                                         Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified,
                                         altered, satisfied, canceled, subordinated or rescinded in any respect which materially
                                         interferes with the security intended to be provided by such Mortgage; (b) no related
                                         Mortgaged Property or any portion thereof has been released from the lien of the related
                                         Mortgage in any manner which materially interferes with the security intended to be provided
                                         by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property;
                                         and (c) neither the Mortgagor nor the guarantor has been released from its material obligations
                                         under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a
                                         written document included in the Mortgage File, there have been no modifications, amendments
                                         or waivers, that could be reasonably expected to have a material adverse effect on such
                                         Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.

         
	6a	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that the material terms of such documents
    have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially
    interferes with the security intended to be provided by such Mortgage, except by written instruments set forth in the related
    Mortgage File.  If no such indication is found, it will be a Test pass.	Mortgage
    Loan Documents; Collective Asset Status Reports
	6b	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that a related Mortgaged Property or any
    portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the
    security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property
    except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	6c	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation that neither Mortgagor nor guarantor has been
    released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage
    File. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	6d	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation of a modification, amendment or waiver that could
    be reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by the Mortgage Loan
    Seller on or after the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	7.
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment
of Assignment of Leases from the Mortgage Loan Seller or its affiliate is in recordable form (but for the insertion of the name
of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes
a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its affiliate, as applicable.  Each
related Mortgage and Assignment of Leases is freely assignable without the 	7a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any endorsement
    or assignment of Mortgage or Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from
    the Mortgage Loan Seller, or its Affiliate, as applicable, subject to the Insolvency Qualifications. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7b	Review
    the related Mortgage and the Assignment of Leases for 	Mortgage;
    Assignment of Leases


 




    WFCM 2017-RC1
QQ-5


     

    

 


 





	

    Representations and Warranties	          Test	Review
    Materials





	consent of the related Mortgagor.  Each
    related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the
    Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated
    loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 8
    below (each such exception, a “Title Exception”), except as the enforcement thereof may be limited by the
    Standard Qualifications.  Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of
    origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded
    mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien
    of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy
    (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no
    rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
    of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy.  Notwithstanding
    anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other
    personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial
    Code financing statements is required to effect such perfection.	 	each
    property for provisions to the effect that the related mortgage and Assignment of Leases is not freely assignable without
    the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.	 
	7c	Review
    the Title Policy (as defined in representation and warranty 8) to determine if the related Mortgage is a first lien on the
    related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property.  Compare
    the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether
    they are equivalent. If each such determination is made, it will be a Test pass.	Title
    Policy; Mortgage; Mortgage Loan Schedule
	7d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s
    liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (other than Permitted
    Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy).
    If so determined, it will be a Test pass.	Title
    Policy
	7e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date,
    the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
    or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related
    Mortgage (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against
    by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7f	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, subject to the rights
    of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior
    to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed
    for or insured against by the applicable Title Policy. If such a notation or other indication is not found, it will be a Test
    	Collective
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	 	 	pass.	 
	7g	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller
    did not have legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan
    Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien,
    encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	8.
    Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title
    Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
    jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked
    up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”)
    in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties,
    an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances
    of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness
    secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real
    property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions,
    rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions
    (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly
    subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged
    Property; (f) if the related Mortgage Loan constitutes a cross collateralized Mortgage Loan, the lien of the Mortgage for
    another Mortgage Loan contained in the same cross collateralized group of Mortgage Loans, and (g) condominium declarations
    of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate,
    materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be
    provided by such Mortgage, or the current ability of the 	8a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
    determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal
    to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it
    will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	8b	Review
    the Title Policy to determine if the first priority lien of the Mortgage is subject only to Permitted Encumbrances, as defined
    in representation and warranty 8. If so determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If
    not so determined, it will be a Test pass.	Title
    Policy
	8d	Review
    the Title Policy and Collective Asset Status Reports for a notation or other indication that the coverage is not in full force
    and effect, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no
    such notation or other indication is found, it will be a Test pass.	Title
    Policy; Collective Asset Status Reports
	8e	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller, or any other holder
    of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy.
    If such a notation or other indication is not found, it will 	Collective
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	related
    Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability
    to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  For
    purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered
    due and payable until the date on which interest and/or penalties would be payable thereon.  Except as contemplated
    by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or
    coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued,
    the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been
    made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan
    Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission,
    anything that would materially impair the coverage under such Title Policy.  Each Title Policy contains no exclusion
    for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance
    is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same
    as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more
    adjoining parcels, such parcels are contiguous	 	be
    a Test pass.	 
	8f	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    that (a) the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b)
    to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous. If so determined,
    it will be a Test pass.	Title
    Policy
	9.
    Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate
    mortgages or junior liens, except for any Mortgage Loan that is cross collateralized and cross-defaulted with another Mortgage
    Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged
    Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of  representation
    and warranty 7 above), and equipment and other personal property financing.  The Mortgage Loan Seller has no knowledge
    of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1 to
    the applicable Mortgage Loan Purchase Agreement.	9a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property,
    except for any Mortgage Loan that is cross collateralized and cross defaulted with another Mortgage Loan. If not so determined,
    it will be a Test pass.	Title
    Policy
	9b	Review
    the Title Policy to determine if, as of the Cut-off Date, there are no subordinate mortgages or junior mortgage liens encumbering
    the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens and equipment
    and other personal property financing. If so determined, it will be a Test pass.	Title
    Policy
	9c	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of any
    mezzanine debt secured directly by interests in the related 	Collective
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	 	 	Mortgagor
    other than those set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement. If such a notation or other
    indication is not found, it will be a Test pass.	 
	10.
    Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as
    a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and Title
    Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority
    lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted
    to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases,
    including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard
    Qualifications.  The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard
    Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection
    of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the
    Mortgagee.	10a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases
	10b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and
    to perform  certain obligations of the lessor under such lease or leases, including the right to operate the related
    leased property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect
    to each part of this Test, it will be a Test pass.	Title
    Policy; Mortgage; Assignment of Leases
	10c
    	Review
    the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related
    Mortgage, or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an
    event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee
    to enter into possession to collect the rents or for rents or for the related mortgagee to enter into possession to collect
    the rents or for rents to be paid directly to the mortgagee. If so determined, it will be a Test pass.	Assignment
    of Leases; Mortgage
	11.
    Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes
    a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures,
    the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or,
    if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect
    a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the
    Mortgagor and necessary to 	11a	Review
    the Collective Asset Status Reports for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing
    statements. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	11b	Review
    the Collective Asset Status Reports for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in
    suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	Collective
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	operate
    such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to
    purchase money security interests and (3) personal property that is leased equipment.  Each UCC-1 financing statement,
    if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment,
    if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such
    financing statement was filed.  Notwithstanding anything herein to the contrary, no representation is made as to
    the perfection of any security interest in rents or other personal property to the extent that possession or control of such
    items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	 	 	 
	12.
    Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected
    each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off
    Date.  An engineering report or property condition assessment was prepared in connection with the origination of
    each Mortgage Loan no more than twelve months prior to the Cut-off Date.  To the Mortgage Loan Seller’s knowledge,
    based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as
    of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance
    for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially
    and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.	12a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	12b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve
    months prior to the Cut-off Date.  Review the engineering report to confirm that each related Mortgaged Property
    is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment
	12c	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of issues
    with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse
    effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering report
    or Servicing File and those addressed in sub-clauses (i) and (ii) of representation and warranty 12. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	13.
    Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the
    Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
    water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) 	13	Review
    the Collective Asset Status Reports for a notation or  other indication that all taxes, governmental assessments
    and other outstanding governmental charges  (including, without limitation, water and sewage charges) due with respect
    to the Mortgaged Property (excluding any related personal property) 	Collective
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	securing
    a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off
    Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges
    is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security
    sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  For purposes
    of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable
    until the date on which interest and/or penalties would be payable thereon.	 	securing
    a Mortgage Loan that is or could become a lien on the related Mortgage Property that became due and owing prior to the Cut-off
    Date with respect to the Mortgaged Property have not been paid, or if the appropriate amount of such taxes or charges is being
    appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security
    sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. If such a notation
    or other indication is not found, it will be a Test pass.	 
	14.
    Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date,
    there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of
    the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that
    would have a material adverse effect on the value, use or operation of the Mortgaged Property.	14	Review
    the Collective Asset Status Reports for a notation or other indication of any proceeding pending or threatened for the total
    or partial condemnation of such Mortgaged Property as of the Cut-off date, or for a notation or other indication that the
    Mortgage Loan Seller had knowledge as of the Cut-off of any such proceeding that would have a material adverse effect on the
    value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test
    pass.	Collective
    Asset Status Reports
	15.
    Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy
    (as defined in representation and warranty 8), an engineering report or property condition assessment as described in representation
    and warranty 12, applicable local law compliance materials as described in representation and warranty 26, and the ESA (as
    defined in representation and warranty 43), as of origination there was no pending or filed action, suit or proceeding, arbitration
    or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property,
    an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title
    to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform
    under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal
    benefit of the security intended to be provided by the Mortgage Loan documents; or (f) the current principal use of the Mortgaged
    Property.	15a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the Collective Asset Status Reports for an indication
    of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
    or Mortgagor’s interest in the Mortgaged Property that existed on the origination date. If such an indication is not found,
    it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports
	15b	Review
    the Collective Asset Status Reports to determine if an adverse outcome of any such  pending, filed or threatened
    action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property
    would reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 15.
    If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f)
    of representation and warranty 15, it will be a Test pass.	Collective
    Asset Status Reports
	16.
    Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant
    to each Mortgage Loan (including capital improvements and environmental remediation 	16a	Review
    the Collective Asset Status Reports for a notation or other indication of any escrow deposits and escrow payments required
    to be escrowed with the Mortgagee pursuant to each 	Collective
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	reserves)
    are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject
    to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto)
    that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the depositor
    or its servicer.	 	Mortgage
    Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will be a
    Test pass.	 
	16b	Review
    the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Depositor or its servicer. If so determined, it will be
    a Test pass.	Diligence
    File; Collective Asset Status Reports
	17.
    No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
    as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount
    of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction
    of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged
    Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).	17a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement
	17b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
    cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve
    accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters
    with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller
    to merit such holdback). If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18.
    Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a
    property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
    form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
    of the related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A :VIII”
    from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
    from S&P Global Ratings (collectively the “Insurance Rating Requirements”), in an amount (subject to
    customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full
    insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the
    Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than
    the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions
    with respect to the related 	18a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser
    of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of
    the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property
    (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements
    as are necessary to avoid the operation of any coinsurance provisions with respect to 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 




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	Mortgaged
                                         Property.

         

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less
        than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more,
        18 months).

         

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor
        is required to maintain insurance in an amount equal to the maximum amount available under the National Flood Insurance
        Program, plus such additional excess flood coverage in an amount as is generally required by prudent institutional commercial
        mortgage lenders originating mortgage loans for securitization.

         

        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or
        windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less
        than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement
        cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in
        the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
        or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to
        the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
        general liability insurance policy issued by an insurer meeting the Insurance Rating
	 	the
    Mortgaged Property. If so determined, it will be a Test pass.	 
	18b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18c	Review
    the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption
    or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect
    to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found,
    it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
    lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
    Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether
    the Mortgagor maintains insurance in an amount equal to the maximum amount available under the National Flood Insurance Program,
    plus such additional excess flood coverage in an amount as is generally required prudent institutional commercial mortgage
    lenders originating mortgage loans for securitization. If so determined, it will be a Test pass.	Insurance
    Summary Report
	18f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia,
    South Carolina or North Carolina, review the Insurance Summary Report to  determine if the property is covered for
    windstorm and/or windstorm related perils and/or “named storms” by an insurer meeting the Insurance Rating Requirements
    or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an not less than the
    lesser of (1) the original principal balance of the 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Diligence File


 




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	Requirements
                                         including coverage for property damage, contractual damage and personal injury (including
                                         bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller
                                         for similar commercial and multifamily loans intended for securitization, and in any
                                         event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable
        maximum loss or scenario expected loss (“PML”) for the Mortgaged Property in the event of an earthquake.
        In such instance, the PML was based on a 475-year return period, an exposure period of 50 years and a 10% probability
        of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs
        of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
        by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
        by S&P Global Ratings in an amount not less than 100% of the PML.

         

        The
        Mortgage Loan documents require insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property
        loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect
        to all property losses in excess of 5% of the then-outstanding principal amount of the related Mortgage Loan, the Mortgagee
        (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
        or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

         

        All
        premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be
        paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the Mortgage Loan and
        its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability
        insurance policy, as named or additional insured. Such insurance
	 	Mortgage
    Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and
    equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but,
    in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of
    any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.
    If so determined with respect to each part of this Test, it will be a Test pass.	 
	18g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property
    is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
    damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller
    for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence
    and $2 million in the aggregate. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents
	18h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review
    the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the
    sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake and based on a 475-year return
    period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	Property
    condition assessment; Seismic engineering study
	18i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of
    the replacement costs of the 	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies
    and/or 


 




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	policies
    will inure to the benefit of the trustee.  Each related Mortgage Loan obligates the related Mortgagor to maintain
    all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at
    the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums.  All such insurance policies
    (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or
    cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination
    or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason
    other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.	 	improvements,
    and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined, determine
    if the insurer is rated at least “A:VIII” by

    A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
    S&P Global Ratings. The insurance amount should be not less than 100% of the PML. If so determined with respect to each
    part of the Test, it will be a Test pass.	certificates
    of insurance)
	18j	Review
    the  Mortgage Loan Documents for provisions requiring that insurance proceeds (or an amount equal to such insurance
    proceeds) in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged
    Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan,
    the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration
    progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest
    thereon. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	18k	Review
    the Collective Asset Status Reports for a notation or other indication that insurance premiums are current as of the Cut-off
    Date. If such a notation or other indication is found, it will be a Test pass.	Collective
    Asset Status Reports
	18l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies name the Mortgagee under any Mortgage Loan and its
    successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance
    policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee. If so determined,
    it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 




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	 	18n	Review
    the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and,
    at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost
    and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium
    and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less
    than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If
    so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18p	Review
    the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18o may have been
    received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	19.
    Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in representation
    and warranty 8) and survey, if any, an engineering report or property condition assessment as described in representation
    and warranty 12, applicable local law compliance materials as described in representation and warranty 26, and the ESA (as
    defined in representation and warranty 43), each Mortgaged Property (a) is located on or adjacent to a public road and has
    direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and
    egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic)
    and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use
    of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is
    not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property,
    or in certain cases, an application has been made or is required 	19a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to
    such road, or has permanent access easement or right of way permitting ingress and egress to/from a public road. If so determined,
    it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report  or property condition assessment; Sponsor Diligence; ESA
	19b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is served by or has access rights to public or private water and sewer (or
    well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for
    the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report  or property condition assessment; Sponsor Diligence; ESA
	19c	Review
    the Title Policy and  survey to determine if each 	Title
    Policy; Survey; Mortgage 


 




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	to
    be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require
    such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to
    pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.	 	Mortgaged
    Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property
    or is subject to an endorsement under the most recently dated  Title Policy insuring the Mortgaged Property, or
    in certain cases, an application has been made or is required to be made to the applicable governing authority for creation
    of separate tax parcels, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes
    for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created. If so determined,
    it will be a Test pass.	Loan
    Documents
	20.
    No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with
    origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments
    that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property:  (a)
    all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property
    at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for
    encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach
    onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and
    (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable
    Title Policy.	20a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the
    appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of
    the related Mortgaged Property, except for encroachments that are insured by applicable Title Policy. If so determined, it
    will be a Test pass.	Survey;
    Title Policy; Appraisal
	20b	Review
    the survey and Title Policy to determine if there exist material improvements on adjoining parcels that encroach onto the
    Mortgaged Property which are not insured by applicable Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	20c	Review
    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for
    encroachments that are insured against by the applicable Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	21.
    No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature or an equity participation by the Mortgage Loan Seller.	21	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
    feature, or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of
    this Test, it will be a Test pass.	Mortgage
    Loan Documents
	22.
    REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
    (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage
    loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination
    did not exceed the non-contingent principal 	22a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed
    the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Loan
	22b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan is secured by an interest
    in 	Appraisal;
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	amount
    of the Mortgage Loan and (B) either:  (a) such Mortgage Loan is secured by an interest in real property (including
    permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and
    air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do
    not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding
    personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the
    adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the
    Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu
    Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must
    first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a
    proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such
    Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage
    Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section
    1.860G-2(a)(1)(ii)).  If the Mortgage Loan was “significantly modified” prior to the Closing Date so
    as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or
    reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above
    (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii),
    including the proviso thereto.  Any prepayment premiums and yield maintenance charges applicable to the Mortgage
    Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G 1(b)(2).  All
    terms used in this representation and warranty shall have the same meanings as set forth in the related Treasury Regulations.	 	real
    property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and
    central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive
    functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of
    space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least
    equal to 80% of the initial principal amount of any Mortgage Loan (together with any related Pari Passu Companion Loans) on
    such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the  Mortgage
    Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes of clauses (i) and (ii)
    above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real
    property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such
    Mortgage Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the
    real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party
    credit enhancement within the meaning of Treasury Regulations  Section 1.860G-2(a)(1)(ii)). If so determined, it
    will be a Test pass.	 
	22c	Review
    the Collective Asset Status Reports for an indication or other notation that the Mortgage Loan was modified prior to the Closing
    Date, and if so,  if the modification was made as to result in a taxable exchange under Section 1001 of the Code,
    it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies
    the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 22 (substituting the date
    of the last such modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of
    representation and warranty 22, including the proviso thereto. If there were any such modifications, and such a notation or
    other 	Collective
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	 	 	indication
    is found, it will be a Test pass.	 
	22d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the prepayment
    premiums and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	23.
    Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge
    or prepayment premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state
    or federal laws, regulations and other requirements pertaining to usury.	23a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the terms
    of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	23b	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that any material
    requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other
    material requirements of any federal, state or local law have not been complied with. If such a notation or other indication
    is not found, it will be a Test pass.	Collective
    Asset Status Reports
	23c	Review
    the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	24.
    Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as
    of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business
    in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
    and adversely affect the enforceability of such Mortgage Loan by the Trust.	24	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that
    the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized
    to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or
    other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the
    enforceability of such Mortgage Loan by the Trust. If so determined, it will be a Test pass.	Collective
    Asset Status Reports
	25.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
    and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law
    to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage
    and 	25a	Review
    the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the
    Mortgagor or in connection with any full or partial release of the 	Mortgage
    Loan Documents


 




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	applicable
    law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee, and, except in connection
    with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of
    the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for
    de minimis fees paid or such fees as required by the applicable jurisdiction which are to be paid by the Mortgagor
    in accordance with the Mortgage Loan Documents.	 	Mortgaged
    Property or related security for such Mortgage Loan, no fees are payable to such trustee except for de minimis fees
    paid or such fees as required by the applicable jurisdiction which are to be paid by the Mortgagor in accordance with the
    Mortgage Loan Documents. If so determined, it will be a Test pass.	 
	26.
    Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental
    authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related
    Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted
    by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements
    located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable
    laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing
    the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any
    non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely
    affect the use, operation or value of such Mortgaged Property.  In the event of casualty or destruction, (a) the
    Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately
    prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property
    in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization,
    (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability
    to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially
    and adversely affect the use or operation of such Mortgaged Property.	26a	Review
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended
    for securitization to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage
    Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged
    Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related
    Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily
    mortgage loans intended for securitization
	26b	Review
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended
    for securitization to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure
    which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, review the
    Insurance Summary Report to determine if title insurance policy was obtained prior to the Closing Date with respect to any
    non-conforming use or structure. If so determined, it will be a Test pass.	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related
    Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily
    mortgage loans intended for securitization; Insurance Summary Report
	26c	Review
    the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged 	Mortgage
    Loan Documents


 






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	 	 	Property
    may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty
    or destruction. If such provisions are found, it will be a Test pass.	 
	26d	If
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended
    for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the Insurance
    Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates
    of insurance) to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for
    additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title
    Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning
    report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
    certificates of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to
    the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial
    and multifamily mortgage loans intended for securitization
	27.
    Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses,
    permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged
    Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government
    authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the
    investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization;
    all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect
    or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable
    governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was
    used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan.  The
    Mortgage Loan requires the related Mortgagor to be qualified to do business in the 	27a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises,
    certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full
    force and effect. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	27b	Review
    the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that (a) the Mortgage
    Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental approvals
    necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material
    licenses, permits, franchises or certificates of occupancy  and applicable governmental approvals necessary could
    materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date
    of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation or other indication
    is 	Mortgage
    Loan Documents; Collective Asset Status Reports


 




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	jurisdiction
    in which the related Mortgaged Property is located and requires the Mortgagor to comply in all material respects with all
    applicable regulations, zoning and building laws.	 	not
    found, it will be a Test pass.	 
	27c	Review
    the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
    in which the Mortgaged Property is located, and requires the Mortgagor and the Mortgaged Property to comply in all material
    respects with all applicable regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from
    the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage
    Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following
    events (or negotiated provisions of substantially similar effect):  (i) if any petition for bankruptcy, insolvency,
    dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented
    to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited or caused to be solicited petitioning
    creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged
    Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains
    provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities
    distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of
    the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis),
    for losses and damages resulting from the following (or negotiated provisions of substantially similar effect):  (i)
    the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation
    awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants
    in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged
    Property.	28a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person
    or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively,
    as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property
    that are not de minimis)  in connection with the events or circumstances set forth in clauses (a)(i) through
    (a)(iii) of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor
    (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the
    Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in
    the related Mortgaged Property that are not de minimis), for losses and damages resulting from the events or circumstances
    set forth in clauses (b)(i) through (b)(iv) of representation and warranty 28. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	29.
    Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release
    of any material 	29a	Review
    the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property 	Mortgage
    Loan Documents


 




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	portion
                                         of the Mortgaged Property from the lien of the Mortgage except (a) a partial release,
                                         accompanied by principal repayment, or partial defeasance (as described in representation
                                         and warranty 34) of not less than a specified percentage at least equal to 110% of the
                                         related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment
                                         in full of such Mortgage Loan, (c) upon a Defeasance (defined in representation and warranty
                                         34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged
                                         Property which will not have a material adverse effect on the underwritten value of the
                                         Mortgaged Property and which were not afforded any material value in the appraisal obtained
                                         at the origination of the Mortgage Loan and are not necessary for physical access to
                                         the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant
                                         to an order of condemnation. With respect to any partial release under the preceding
                                         clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a
                                         “significant modification” of the subject Mortgage Loan within the meaning
                                         of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage
                                         Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
                                         of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage
                                         Loan documents, condition such release of collateral on the related Mortgagor’s
                                         delivery of an opinion of tax counsel to the effect specified in the immediately preceding
                                         clause (x). For purposes of the preceding clause (x), if the fair market value of the
                                         real property constituting such Mortgaged Property (reduced by (1) the amount of any
                                         lien on the real property that is senior to the Mortgage Loan and (2) a proportionate
                                         amount of any lien on the real property that is in parity with the Mortgage Loan) after
                                         the release is not equal to at least 80% of the principal balance of the Mortgage Loan
                                         (together with any related Pari Passu Companion Loans) outstanding after the release,
                                         the Mortgagor is required to make a payment of principal in an amount not less than the
                                         amount required by the REMIC Provisions.

         

        In
        the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political
        subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down
        the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans)
	 	release,
    the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses
    (a) through (e) of the first sentence of representation and warranty 29. If such provisions are found, it will be a Test pass.	 
	29b	Review
    the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d)
    of the first sentence of representation and warranty 29 either: (x) such release of collateral (i) would not constitute a
    “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2)
    and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of
    Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition
    such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified
    in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property
    constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage
    Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release
    is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion
    Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than
    the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	29c	Review
    the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of
    a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
    the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu
    Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from
    any such taking may not be required to be applied to the restoration of the Mortgaged Property or released 	Mortgage
    Loan Documents


 




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	in
                                         an amount not less than the amount required by the REMIC Provisions and, to such extent,
                                         the award from any such taking may not be required to be applied to the restoration of
                                         the Mortgaged Property or released to the Mortgagor, if, immediately after the release
                                         of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into
                                         account the planned restoration) the fair market value of the real property constituting
                                         the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property
                                         that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the
                                         real property that is in parity with the Mortgage Loan) is not equal to at least 80%
                                         of the remaining principal balance of the Mortgage Loan (together with any related Pari
                                         Passu Companion Loans).

         

        No
        such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross collateralized with another Mortgage
        Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including
        due to a partial condemnation, other than in compliance with the REMIC Provisions.
	 	to
    the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but
    taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged
    Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate
    amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining
    principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). If such provisions are found,
    it will be a Test pass.	 
	29d	Review
    the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property
    or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related
    Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC
    Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30.
    Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the
    Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly
    (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential
    cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base
    rent, and (c) annual financial statements.	30a	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it
    will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans
    secured by residential cooperative properties) for properties that have any individual ease which accounts for more than 5%
    of the in-place base rent and annual financial statements.  If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	31.
    Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s
    knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance
    policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) 	31a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the
    insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance 	Mortgage
    Loan Documents; Insurance coverage review document 


 




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	do
    not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism
    Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively
    referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism
    insurance policy.  With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive
    or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto,
    except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable
    terms, or as otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement; provided, that if TRIPRA
    or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the
    Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be
    required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable
    in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents
    (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount,
    the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.	 	Rating
    Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism
    insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	 
	31b	Review
    the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for
    Acts of Terrorism, as defined in TRIPRA (as defined in representation and warranty 31), or damages related thereto, except
    to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable
    terms, or as otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIPRA
    or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the
    Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be
    required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable
    in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents
    (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount,
    the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.
    If such provisions are not found, it will be a Test pass.	Mortgage
    Loan Documents
	32.
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale”
    or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without
    the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying
    with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee
    which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete
    furnishings, 	32a	Review
    the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of
    the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation
    and warranty 32. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	32b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the 	Mortgage
    Loan Documents


 




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	fixtures,
    or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in
    accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50%
    in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and
    estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in
    the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in a Mortgagor, (iv)
    transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage
    Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of
    common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of representation
    and warranties 29 and 34, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage
    Loan, or future permitted mezzanine debt as set forth on Exhibit C-32-2 to the applicable Mortgage Loan Purchase Agreement
    or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged
    Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is
    permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is
    cross collateralized and cross-defaulted with another Mortgage Loan as set forth on an exhibit to the related MLPA or (iv)
    Permitted Encumbrances.  The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency
    fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible
    for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or
    encumbrance.	 	Mortgagor
    is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such
    transfer or encumbrance. If such provisions are found, it will be a Test pass.	 
	33.
    Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long
    as the Mortgage Loan is outstanding.  Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has
    a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose
    Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan
    documents (or if the Mortgage Loan has a Cut-off 	33a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 33) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	33b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-	Mortgage
    Loan Schedule; Mortgage Loan Documents; 


 




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	Date
    Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially
    to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged
    Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and
    whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially
    to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged
    Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related
    Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person
    (other than a Mortgagor for a Mortgage Loan that is cross collateralized and cross-defaulted with the related Mortgage Loan),
    and that it holds itself out as a legal entity, separate and apart from any other person or entity.	 	off
    Date Balance in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational
    documents for provisions that require the Mortgagor to be a Single Purpose Entity. If the provisions exist, it will be a Test
    pass.	Mortgagor’s
    organizational documents
	33c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance
    in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such
    an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	34.
    Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
    (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of
    conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the
    Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the
    meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled
    payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or
    after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium, and
    if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the
    collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage
    at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is
    not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification
    from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the
    Mortgage Note as set 	34	Review
    the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 34. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents


 




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	forth
    in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose
    Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest
    in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees
    associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses
    associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	35.
    Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
    of such Mortgage Loan, except in the case of situations where default interest is imposed.	35	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such Mortgage Loan, except in the case of situations where default interest is imposed. If such an indication is found,
    it will be a Test pass.	Mortgage
    Loan Documents
	36.
                                         Ground Leases. For purposes of these representations and warranties, a “Ground
                                         Lease” shall mean a lease creating a leasehold estate in real property where
                                         the fee owner as the ground lessor conveys for a term or terms of years its entire interest
                                         in the land and buildings and other improvements, if any, comprising the premises demised
                                         under such lease to the ground lessee (who may, in certain circumstances, own the building
                                         and improvements on the land), subject to the reversionary interest of the ground lessor
                                         as fee owner.

         

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and
        the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based
        upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage
        Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage
        Loan Seller represents and warrants that:

         

        (a)       The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest
        of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related
	36a	Review
    the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 36),
    in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage
    does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to
    Tests 36b through 36r.	Appraisal;
    Title Policy; Mortgage Loan Documents
	36b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	36c	Review
    the Ground Lease and Related Documents for an indication that the interest of the lessee is permitted to be encumbered by
    the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner
    that would adversely affect the security provided by the mortgage. If such indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36d	Review
    the Collective Asset Status Reports for notation that, as of the Closing Date, there was a material change in the terms of
    the Ground Lease since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review
    the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement
    	Collective
    Asset Status Reports; Mortgage File


 




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	Mortgaged
                                         Property by such lessee, its successors or assigns in a manner that would materially
                                         adversely affect the security provided by the related Mortgage. No material change in
                                         the terms of the Ground Lease had occurred since its recordation, except by any written
                                         instruments which are included in the related Mortgage File;

         

        (b)       The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease
        and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor
        and lessee without the prior written consent of the Mortgagee and that any such action without such consent is not binding
        on the Mortgagee, its successors or assigns, provided that the Mortgagee has provided lessor with notice of its lien in
        accordance with the terms of the Ground Lease;

         

        (c)       The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years
        beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully
        amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially
        amortizes);

         

        (d)       The
        Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority
        with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title
        Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to
        which the Mortgagee on the lessor’s fee interest is subject;

         

        (e)       Subject
        to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable
        restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and
        its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has
        been obtained or cannot be unreasonably
	 	or
    instrument is in the Mortgage File, it will be a Test pass.	 
	36e	Review
    the Ground Lease and Related Documents for a provision that the Ground Lease may not be amended, modified, canceled or terminated
    without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee,
    its successors or assigns, provided that Mortgagee has provided lessor with notice of its lien in accordance with the
    terms of the Ground Lease. If such a provision is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36f	Review
    the Ground Lease and Related Documents for an indication that it has an original term (or an original term plus one or more
    optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or
    the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past
    the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that
    accrues on an actual 360 basis, substantially  amortizes). If such an indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36g	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any interests, estates, liens or
    encumbrances superior to, or of equal priority with, the mortgage, except for the related fee interest of the ground lessor
    and the Permitted Encumbrances and Title Exceptions, or (ii) is the subject of a subordination, non-disturbance or attornment
    agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject. If either indication
    is found, it will be a Test pass.	Title
    Policy; SNDA
	36h	Review
    the Ground Lease and Related Documents for an indication that the Ground Lease does not place commercially unreasonable restrictions
    on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors
    and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot
    be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have
    been paid). If such indication is found, it will be 	Ground
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	withheld,
                                         provided that such Ground Lease has not been terminated and all amounts due thereunder
                                         have been paid), and in the event it is so assigned, it is further assignable by the
                                         holder of the Mortgage Loan and its successors and assigns without the consent of the
                                         lessor (or, if such consent is required it either has been obtained or cannot be unreasonably
                                         withheld, provided that such Ground Lease has not been terminated and all amounts due
                                         thereunder have been paid);

         

        (f)       The
        Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground
        Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition
        that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground
        Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing
        Date;

         

        (g)       The
        Ground Lease and Related Documents require the lessor to give to the Mortgagee written notice of any default, provides
        that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

         

        (h)       A
        Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the
        interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which
        is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)       The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage
        Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;

         

        (j)       Under
        the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation
        award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or
        taking as addressed in subpart (k)) will be
	 	a
    Test pass.	 
	36i	Review
    the Ground Lease and Related Documents for an indication that in the event it is so assigned, it is further assignable by
    the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required
    it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated
    an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36j	Review
    the Collective Asset Status Reports for notation that the Mortgage Loan Seller has received any written notice of material
    default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	36k	Review
    the Collective Asset Status Reports for notation that to the Mortgage Loan Seller’s knowledge, there is a material default
    under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default
    under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	36l	Review
    the Collective Asset Status Reports for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was
    not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	36m	Review
    the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice
    of any default, and provide that no notice of default or termination is effective against the Mortgagee unless such notice
    is given to the Mortgagee. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents
	36n	Review
    the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including,
    where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings)
    to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before
    the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground
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	applied
                                         either to the repair or to restoration of all or part of the related Mortgaged Property
                                         with (so long as such proceeds are in excess of the threshold amount specified in the
                                         related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the
                                         right to hold and disburse such proceeds as repair or restoration progresses, or to the
                                         payment of the outstanding principal balance of the Mortgage Loan, together with any
                                         accrued interest;

         

        (k)       In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents,
        any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect
        of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration,
        will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued
        interest; and

         

        (l)       Provided
        that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into
        a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground
        Lease in a bankruptcy proceeding.
	36o	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with the
    origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will
    be a Test pass.	Ground
    Lease
	36p	Review
    the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that any related insurance proceeds
    or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total
    or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration
    of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified
    in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such
    proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan,
    together with any accrued interest. If such indications are found, it will be a Test pass.	Ground
    Lease and Related Documents; Mortgage Loan Documents
	36q	Review
    the Ground Lease and Related Documents and the  Mortgage Loan Documents for an indication that, in the case of a
    total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related
    Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s
    interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied
    to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with
    any accrued interest. If such an indication is found, it will be a Test pass.	Ground
    Lease and Related Documents; Mortgage Loan Documents
	36r	Review
    the Ground Lease and Related Documents for provisions that, provided that the Mortgagee cures any defaults which are susceptible
    to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease
    for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it 	Ground
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	 	 	will
    be a Test pass.	 
	37.
    Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan
    have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit
    loan programs. 	37	Review
    the Collective Asset Status Reports for a notation or other indication of any claims or assertions to the effect that the
    servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material
    respects legal, or in accordance with customary industry standards for servicing of commercial loans for conduit loan programs.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	38.
    Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the
    Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal
    and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with,
    or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided
    that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local
    law otherwise covered in Annex D-1 to the Mortgage Loan Purchase Agreement.	38	Review
    the Collective Asset Status Reports for notation to the effect that the origination practices of the Mortgage Loan Seller
    (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not
    been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof
    did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating
    to the origination of such Mortgage Loan; provided that representation and warranty 38 does not address or otherwise cover
    any matters with respect to federal, state or local law otherwise covered in Annex D-1 to the Mortgage Loan Purchase Agreement.
    If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	39.
    Rent Rolls; Operating Histories. Intentionally Omitted.	39	N/A	N/A

         

	40.
    No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan
    has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable
    grace or cure period) in making required payments.  To the Mortgage Loan Seller’s knowledge, there is (a)
    no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event
    (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any
    grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach,
    violation or event of acceleration in the case of either clause (a) or clause (b), 	40a	Review
    the Collective Asset Status Reports for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving
    effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage
    Loan has been originated within the past 12 months), or (ii) the Mortgage Loan was delinquent beyond any applicable grace
    or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	40b	Review
    the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of (a) a material default,
    breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments
    due but not yet delinquent) which, with the passage of time or with 	Collective
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	materially
    and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided,
    however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that
    specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage
    Loan Seller in Exhibit C to the applicable Mortgage Loan Purchase Agreement.  No person other than the holder of
    such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage
    Loan documents.	 	notice
    and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration,
    which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely
    affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation
    is found, it will be a Test pass.	 
	41.
    Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge
    as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion
    thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state
    or federal bankruptcy, insolvency or similar proceeding.	41	Review
    the Lexis/Nexis (or comparable search) and the Collective Asset Status Reports for an indication that the Mortgaged Property
    (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor
    or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding.
    If no such indication or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; Collective Asset Status Reports
	42.
    Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor
    is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
    of Puerto Rico.  Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with
    another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage
    Loan.  An “Affiliate” for purposes of this representation and warranty means, a Mortgagor that is under
    direct or indirect common ownership and control with another Mortgagor	42a	Review
    the Diligence File to determine if it includes certified copies of the organizational documents of the Mortgagor indicating
    that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia
    or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass. 	Diligence
    File
	42b	Review
    the Diligence File for an indication that, except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted
    with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage
    Loan. If such an indication is found, it will be a Test pass.	Diligence
    File
	43.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II
    environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively,
    an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with
    such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such
    ESA (i) did not identify the existence of recognized environmental 	43a	Review
    the Diligence File to determine if an ESA (as defined in representation and warranty 43) is included. If so, review the ESA
    for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication
    is found, it will be a Test pass.	Diligence
    File; ESA
	43b	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property or (ii) the need for further investigation. If 	ESA


 




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	conditions
    (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the
    related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or
    need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A)
    an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure
    any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related
    Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence
    of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action
    in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the
    related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified
    in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and
    as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or
    the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed”
    or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or
    a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability
    for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent)
    by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the
    Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial
    resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial
    resources reasonably estimated to be adequate to address the situation is required to take action.  To the Mortgage
    Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined
    in ASTM E1527-05 or its successor) at the related Mortgaged Property	 	no
    such indication is found, it will be a Test pass.	 
	43c	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts
    43c-1 through 43c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA;
    Escrow Statements; Loan Documents; Diligence File
	 	1.   
    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to
    be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental
    condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow
    statements
	 	2. 
    Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required
    to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 ESA
	 	3. 
    Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated
    in all material respects prior to the Cut-off Date, as evidenced by a no further action or closure letter that was obtained
    from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further
    action is required.	Diligence
    File
	 	4. 
    Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution
    legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance
    or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc.,
    S&P Global Ratings and/or Fitch Ratings, Inc.	Insurance
    coverage review documents
	 	5. 
    Review the Diligence File for an indication that a party not 	Diligence
    File


 




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	 	 	related
    to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has
    financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.	 
	 	6.
    Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by
    the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Diligence
    File
	43d	Review
    the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of any environmental condition
    at the Mortgaged Property other than any set forth in the ESA. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; ESA
	44.
    Lease Estoppels. Intentionally Omitted, 	44	N/A	N/A

         

	45.
    Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date.  The appraisal is signed
    by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent
    or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s
    knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security
    thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan.  Each appraiser
    has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform
    Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.	45a	Review
    the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 month of the
    Cut-off Date. If so determined, it will be a Test pass.	Appraisal
	45b	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser
    had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged
    Property. If so determined, it will be a Test pass.	Appraisal
	45c	Review
    the appraisal to determine if it signed by an appraiser that was engaged directly by the originator of the Mortgage Loan or
    the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller,
    that the Mortgage Loan Seller had knowledge that the signing appraiser had no interest, direct or indirect, in the Mortgaged
    Property or the Mortgagor or in any loan made on the security thereof, and that the appraiser’s compensation is not affected
    by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	45d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test 	Appraisal


 




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	 	 	pass.	 
	46.
    Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule
    attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of
    the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.	46a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and
    (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	46b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they
    match. If there are no discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Pooling and Servicing Agreement
	47.
    Cross-Collateralization. No Mortgage Loan is cross collateralized or cross-defaulted with any other mortgage loan that
    is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.	47	Except
    with respect to a Mortgage Loan that is part of a Whole Loan, review the Mortgage Loan Documents to determine if the Mortgage
    Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If not so
    determined, it will be a Test pass.	Mortgage
    Loan Documents
	48.
    Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or
    other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller
    to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate,
    directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage
    Loan.  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution
    to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	48a	Review
    the Collective Asset Status Reports for a notation or other indication that an advancement of funds (other than loan proceeds
    advanced at the time of loan origination) had been made by the Mortgage Loan Seller to the related Mortgagor, or that funds
    have been received from any person other than the related Mortgagor or an Affiliate, directly, indirectly for, or on account
    of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	48b	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital
    contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not
    so determined, it will be a Test pass.	Mortgage
    Loan Documents
	49.
    Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all
    applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect
    to the origination of the Mortgage Loan. 	49	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller
    did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including
    without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports


 






    WFCM 2017-RC1
QQ-36


     

    









 


EXHIBIT
RR


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo
Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2017-RC1

Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, LNR Partners, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is [an authorized representative of the Asset Representations Reviewer][an
                                         authorized representative of the Depositor][a designee of the Depositor].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 




    	Exhibit RR-1 



     

    

 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_________________


 





	[Wells Fargo Commercial Mortgage Securities, Inc.,

    as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]

    [Title]	 





 


 






*     Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.



 




    	Exhibit RR-2 



     

    

 


EXHIBIT
SS


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


	 	 
	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: WFCM 2017-RC1 Asset Manager	Pentalpha
        Surveillance LLC

        375 N. French Road, Suite 100

        Amherst,
        New York, 14228

        Attention:
        WFCM 2017-RC1 Transaction 

        Manager

        With
        a copy sent via email to: 

        notices@pentalphasurveillance.com with 

        WFCM 2017-RC1 in the subject line

	 	 
	LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

                                                          


	National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington,
        Virginia 22202

        Attention:
        Kathleen Luzik, Chief Operating

        Officer

        Facsimile
        number (703) 647-3473

        Email:
        kluzik@ncb.coop

	 	 


		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, LNR Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A.,
as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____ An
                                         additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A
                                         Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 






    	Exhibit SS-1 



     

    

 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust
    2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


  




    	Exhibit SS-2 



     

    

 


EXHIBIT
TT


 


Form
of receipt to be provided to holders of b-piece certificates by certificate administrator in Respect of B-PIECE CERTIFICATEs


 


March
14, 2017


 


Argentic Securities
I Cayman Limited


40 West 57th
Street, 29th Floor


New York,
New York 10019


Attention:
Mark Sweeney

Facsimile number: 646 560-1759

Email: msweeney@argenticmgmt.com


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-RC1 Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-RC1



 


In
accordance with Section 5.02(f) of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Agreement”),
pursuant to which the captioned series of commercial mortgage pass-through certificates (the “Certificates”)
were issued, the undersigned, as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees
that it will hereafter hold in the B-Piece Safekeeping Account, the Certificates identified on Schedule I attached hereto (the
“Subject Certificates”), for the benefit of the registered holder of the Subject Certificates, pursuant to
the Agreement. Payments on the Subject Certificates will be made to the registered holder thereof in accordance with the Agreement,
including pursuant to any written wiring instructions provided in accordance with the Agreement.


 


This
receipt is solely for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will
not entitle such Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject
to the restrictions on transfer set forth in, and may not be released from the B-Piece Safekeeping Account except in accordance
with, the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 




    	Exhibit TT-1 



     

    

 


	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust
    2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


  




    	



     

    

 


Schedule
I


 


Certificates
Registered in the Name of the B-Piece Certificateholder


 


	Class
	CUSIP
	Certificate

        No.
	Initial

        Certificate Balance 

        or Notional 

        Amount

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 



    	Exhibit TT-3 



     


    

 


SCHEDULE
1


 


MORTGAGE
LOANS WITH ADDITIONAL DEBT


 


(identified
by Mortgaged Property Name as Listed on Mortgage Loan Schedule)


 


		1.	Peachtree
                                         Mall



 


		2.	9
                                         Barrow Owners Corp.



 


		3.	DoubleTree
                                         by Hilton Tempe



 


		4.	Rockville
                                         Tudor Apt. Corp.



 


		5.	60-104
                                         Owners Corp.



 


		6.	Sunset
                                         Green Housing Corporation



 


		7.	Westbrook
                                         Tenants Corporation



 


		8.	Beach
                                         124 Apt. Inc. a/k/a Beach 124 Apt Inc.



 


		9.	345
                                         Bronx River Road Owners, Inc.



 


		10.	Brigham
                                         Shellbank Cooperative Inc. a/k/a Brigham Shellbank Cooperative, Inc.



 


		11.	Shore
                                         Road Apartment Corporation



 


		12.	323-325-327
                                         West 11th Street Owners Corp.



 


		13.	140
                                         Sullivan Cooperative Corp.



 




    	Schedule 1-1



     

    

 


SCHEDULE
2


 


CLASS
A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 

	Distribution
                                         Date
	Class
                                         A-SB Planned 

                                         Principal Balance ($)

	April
    2017	26,358,000.00
	May
    2017	26,358,000.00
	June
    2017	26,358,000.00
	July
    2017	26,358,000.00
	August
    2017	26,358,000.00
	September
    2017	26,358,000.00
	October
    2017	26,358,000.00
	November
    2017	26,358,000.00
	December
    2017	26,358,000.00
	January
    2018	26,358,000.00
	February
    2018	26,358,000.00
	March
    2018	26,358,000.00
	April
    2018	26,358,000.00
	May
    2018	26,358,000.00
	June
    2018	26,358,000.00
	July
    2018	26,358,000.00
	August
    2018	26,358,000.00
	September
    2018	26,358,000.00
	October
    2018	26,358,000.00
	November
    2018	26,358,000.00
	December
    2018	26,358,000.00
	January
    2019	26,358,000.00
	February
    2019	26,358,000.00
	March
    2019	26,358,000.00
	April
    2019	26,358,000.00
	May
    2019	26,358,000.00
	June
    2019	26,358,000.00
	July
    2019	26,358,000.00
	August
    2019	26,358,000.00
	September
    2019	26,358,000.00
	October
    2019	26,358,000.00
	November
    2019	26,358,000.00
	December
    2019	26,358,000.00
	January
    2020	26,358,000.00
	February
    2020	26,358,000.00
	March
    2020	26,358,000.00
	April
    2020	26,358,000.00
	May
    2020	26,358,000.00
	June
    2020	26,358,000.00
	July
    2020	26,358,000.00
	August
    2020	26,358,000.00



 



	Distribution
                                         Date
	Class
                                         A-SB Planned 

                                         Principal Balance ($)

	September
    2020	26,358,000.00
	October
    2020	26,358,000.00
	November
    2020	26,358,000.00
	December
    2020	26,358,000.00
	January
    2021	26,358,000.00
	February
    2021	26,358,000.00
	March
    2021	26,358,000.00
	April
    2021	26,358,000.00
	May
    2021	26,358,000.00
	June
    2021	26,358,000.00
	July
    2021	26,358,000.00
	August
    2021	26,358,000.00
	September
    2021	26,358,000.00
	October
    2021	26,358,000.00
	November
    2021	26,358,000.00
	December
    2021	26,358,000.00
	January
    2022	26,358,000.00
	February
    2022	26,357,818.87
	March
    2022	25,723,741.94
	April
    2022	25,219,108.85
	May
    2022	24,659,170.02
	June
    2022	24,149,890.98
	July
    2022	23,585,436.20
	August
    2022	23,071,470.71
	September
    2022	22,555,264.62
	October
    2022	21,984,076.62
	November
    2022	21,463,123.71
	December
    2022	20,887,321.70
	January
    2023	20,361,580.59
	February
    2023	19,833,546.81
	March
    2023	19,146,165.68
	April
    2023	18,612,813.61
	May
    2023	18,024,959.32
	June
    2023	17,486,710.85
	July
    2023	16,894,097.14
	August
    2023	16,350,909.56
	September
    2023	15,805,352.11
	October
    2023	15,205,633.92
	November
    2023	14,655,073.62
	December
    2023	14,050,492.55
	January
    2024	13,494,885.74



 







 



    	Schedule 2-1



     

    

 


 

	Distribution
        Date
	Class
        A-SB Planned 

        Principal Balance ($)
	 
	February
    2024	12,936,854.14	 
	March
    2024	12,273,634.56	 
	April
    2024	11,710,261.40	 
	May
    2024	11,093,225.91	 
	June
    2024	10,524,694.43	 
	July
    2024	9,902,644.91	 
	August
    2024	9,328,910.07	 
	September
    2024	8,752,670.20	 
	October
    2024	8,123,127.94	 
	November
    2024	7,541,617.45	 
	December
    2024	6,906,952.02	 
	January
    2025	6,320,124.90	 
	February
    2025	5,730,734.79	 
	March
    2025	4,987,689.80	 
	April
    2025	4,392,463.53	 
	May
    2025	3,744,465.97	 
	June
    2025	3,143,803.25	 
	July
    2025	2,490,521.31	 
	August
    2025	1,884,374.67	 
	September
    2025	1,275,579.47	 
	October
    2025	 614,392.54	 
	November
    2025	          42.40	 
	December
    2025 and thereafter	          $0.00	 



 






    	Schedule 2-2



     

    

 


SCHEDULE
3


 


MORTGAGE
LOANS (OTHER THAN NCB CO-OP MORTGAGE LOANS) WITH EARNOUT OR PERFORMANCE ESCROWS OR RESERVES EXCEEDING 10% OF THEIR RESPECTIVE
INITIAL PRINCIPAL BALANCES


 


	Mortgage
    

    Loan No.	Mortgage
    Loan Name	Applicable
    Escrow or Reserve

    (Initial Amount)
	21	Holiday
    Inn Express & Suites Riverhead	PIP
    Reserve

    ($1,500,000)
	32	Holiday
    Inn Express & Suites Sedalia	PIP
    Reserve

    ($1,758,247)
























 






    	Schedule 3-1