Exhibit 4.5


 


 


EXECUTION
VERSION


	 






 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer


 


RIALTO
CAPITAL ADVISORS, LLC,

as General Special Servicer


 


NATIONAL
COOPERATIVE BANK, N.A.,

as NCB Master Servicer and as NCB Special Servicer


 


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 September 1, 2017


 


 



 


Commercial
Mortgage Pass-Through Certificates

Series 2017-BNK7


 


	 








    


     


    

 










	 	 	TABLE
OF CONTENTS	 	 
	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	 	 	ARTICLE
    I	 	 
	 	 	 	 	 
	 	 	DEFINITIONS	 	 
	Section 1.01	 	Defined Terms	 	5
	Section 1.02	 	Certain Calculations	 	128
	 	 	 	 	 
	 	 	ARTICLE
    II	 	 
	 	 	 	 	 
	 	 	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	 	 
	 	 	 	 	 
	Section 2.01	 	Conveyance of Mortgage
    Loans	 	130
	Section 2.02	 	Acceptance by Trustee	 	137
	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	 	142
	Section 2.04	 	Execution of Certificates;
    Issuance of Lower-Tier Regular Interests	 	158
	Section 2.05	 	Creation of the
    Grantor Trust	 	158
	 	 	 	 	 
	 	 	ARTICLE
    III	 	 
	 	 	 	 	 
	 	 	ADMINISTRATION
    AND SERVICING OF THE TRUST FUND	 	 
	 	 	 	 	 
	Section 3.01	 	Administration of
    the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	158
	Section 3.02	 	Collection of Mortgage
    Loan Payments	 	167
	Section 3.03	 	Collection of Taxes,
    Assessments and Similar Items; Servicing Accounts	 	173
	Section 3.04	 	The Collection Accounts,
    the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account,
    the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the Retained
    Certificate Gain-on-Sale Reserve Account	 	178
	Section 3.05	 	Permitted Withdrawals
    from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account	 	185
	Section 3.06	 	Investment of Funds
    in the Collection Account, REO Account and Loss of Value Reserve Fund	 	196
	Section 3.07	 	Maintenance of Insurance
    Policies; Errors and Omissions and Fidelity Coverage	 	198
	Section 3.08	 	Enforcement of Due-on-Sale
    Clauses; Assumption Agreements	 	204
	Section 3.09	 	Realization Upon
    Defaulted Loans and Companion Loans	 	210
	Section 3.10	 	Trustee and Certificate
    Administrator to Cooperate; Release of Mortgage  Files	 	214




 



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	Section 3.11	 	Servicing
    Compensation	 	215
	Section 3.12	 	Inspections; Collection
    of Financial Statements; Delivery of Reports	 	222
	Section 3.13	 	Access to Certain
    Information	 	228
	Section 3.14	 	Title to REO Property;
    REO Account	 	242
	Section 3.15	 	Management of REO
    Property	 	244
	Section 3.16	 	Sale of Defaulted
    Loans and REO Properties	 	246
	Section 3.17	 	Additional Obligations
    of Master Servicers and Special Servicers	 	253
	Section 3.18	 	Modifications, Waivers,
    Amendments and Consents	 	256
	Section 3.19	 	Transfer of Servicing
    Between the Master Servicers and the Special Servicers; Recordkeeping; Asset Status Report	 	269
	Section 3.20	 	Sub-Servicing Agreements	 	276
	Section 3.21	 	Interest Reserve
    Account	 	280
	Section 3.22	 	Directing Certificateholder
    and Operating Advisor Contact with Master Servicers and Special Servicers	 	280
	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	 	280
	Section 3.24	 	Intercreditor Agreements	 	285
	Section 3.25	 	Rating Agency Confirmation	 	288
	Section 3.26	 	The Operating Advisor	 	290
	Section 3.27	 	Serviced Companion
    Noteholder Register	 	299
	Section 3.28	 	Certain Matters
    Relating to the Whole Loans	 	299
	Section 3.29	 	Litigation Control	 	302
	Section 3.30	 	[RESERVED]	 	305
	Section 3.31	 	[RESERVED]	 	305
	Section 3.32	 	Delivery of Excluded
    Information to the Certificate Administrator	 	305
	 	 	 	 	 
	 	 	ARTICLE
    IV	 	 
	 	 	 	 	 
	 	 	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS	 	 
	 	 	 	 	 
	Section 4.01	 	Distributions of
    Available Funds	 	306
	Section 4.02	 	Distribution Date
    Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	317
	Section 4.03	 	P&I Advances	 	323
	Section 4.04	 	Allocation of Realized
    Losses	 	327
	Section 4.05	 	Appraisal Reduction
    Amounts; Collateral Deficiency Amounts	 	328
	Section 4.06	 	Grantor Trust Reporting	 	332
	Section 4.07	 	Investor Q&A
    Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	334
	Section 4.08	 	Secure Data Room	 	337
	 	 	 	 	 
	 	 	ARTICLE
    V	 	 
	 	 	 	 	 
	 	 	THE
    CERTIFICATES	 	 
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	338




 



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	Section 5.02	 	Form
    and Registration	 	339
	Section 5.03	 	Registration of
    Transfer and Exchange of Certificates	 	342
	Section 5.04	 	Mutilated, Destroyed,
    Lost or Stolen Certificates	 	352
	Section 5.05	 	Persons Deemed Owners	 	352
	Section 5.06	 	Access to List of
    Certificateholders’ Names and Addresses; Special Notices	 	352
	Section 5.07	 	Maintenance of Office
    or Agency	 	353
	Section 5.08	 	Appointment of Certificate
    Administrator	 	354
	Section 5.09	 	[RESERVED]	 	354
	Section 5.10	 	Voting Procedures	 	354
	 	 	 	 	 
	 	 	ARTICLE
    VI	 	 
	 	 	 	 	 
	 	 	THE
    DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the Operating Advisor, the asset representations reviewer, THE DIRECTING
    CERTIFICATEHOLDER AND THE Risk Retention Consultation Party	 	 
	 	 	 	 	 
	Section 6.01	 	Representations,
    Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations
    Reviewer	 	356
	Section 6.02	 	Liability of the
    Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	 	361
	Section 6.03	 	Merger, Consolidation
    or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset  Representations
    Reviewer	 	362
	Section 6.04	 	Limitation on Liability
    of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and
    Others	 	363
	Section 6.05	 	Depositor, Master
    Servicers and Special Servicers Not to Resign	 	369
	Section 6.06	 	Rights of the Depositor
    in Respect of the Master Servicers and the Special Servicers	 	370
	Section 6.07	 	The Master Servicers
    and the Special Servicers as Certificate Owner	 	371
	Section 6.08	 	The Directing Certificateholder
    and the Risk Retention Consultation Party	 	371
	Section 6.09	 	Knowledge of Wells
    Fargo Bank, National Association	 	379
	 	 	 	 	 
	 	 	ARTICLE
    VII	 	 
	 	 	 	 	 
	 	 	SERVICER
    TERMINATION EVENTS	 	 
	 	 	 	 	 
	Section 7.01	 	Servicer Termination
    Events; Master Servicers and Special Servicers Termination	 	379
	Section 7.02	 	Trustee to Act;
    Appointment of Successor	 	387
	Section 7.03	 	Notification to
    Certificateholders	 	389
	Section 7.04	 	Waiver of Servicer
    Termination Events	 	389
	Section 7.05	 	Trustee as Maker
    of Advances	 	390


 






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	 	 	ARTICLE
    VIII	 	 
	 	 	 	 	 
	 	 	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 	 
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee
    and the Certificate Administrator	 	390
	Section 8.02	 	Certain Matters
    Affecting the Trustee and the Certificate Administrator	 	392
	Section 8.03	 	Trustee and Certificate
    Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	394
	Section 8.04	 	Trustee or Certificate
    Administrator May Own Certificates	 	394
	Section 8.05	 	Fees and Expenses
    of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	394
	Section 8.06	 	Eligibility Requirements
    for Trustee and Certificate Administrator	 	396
	Section 8.07	 	Resignation and
    Removal of the Trustee and Certificate Administrator	 	397
	Section 8.08	 	Successor Trustee
    or Certificate Administrator	 	399
	Section 8.09	 	Merger or Consolidation
    of Trustee or Certificate Administrator	 	400
	Section 8.10	 	Appointment of Co-Trustee
    or Separate Trustee	 	400
	Section 8.11	 	Appointment of Custodians	 	401
	Section 8.12	 	Representations
    and Warranties of the Trustee	 	401
	Section 8.13	 	Provision of Information
    to Certificate Administrator, Master Servicers  and Special Servicers	 	403
	Section 8.14	 	Representations
    and Warranties of the Certificate Administrator	 	403
	Section 8.15	 	Compliance with
    the PATRIOT Act	 	404
	 	 	 	 	 
	 	 	ARTICLE
    IX	 	 
	 	 	 	 	 
	 	 	TERMINATION	 	 
	 	 	 	 	 
	Section 9.01	 	Termination upon
    Repurchase or Liquidation of All Mortgage Loans	 	404
	Section 9.02	 	Additional Termination
    Requirements	 	409
	 	 	 	 	 
	 	 	ARTICLE
    X	 	 
	 	 	 	 	 
	 	 	ADDITIONAL
    REMIC PROVISIONS	 	 
	 	 	 	 	 
	Section 10.01	 	REMIC Administration	 	409
	Section 10.02	 	Use of Agents	 	413
	Section 10.03	 	Depositor, Master
    Servicers and Special Servicers to Cooperate with Certificate Administrator	 	413
	Section 10.04	 	Appointment of REMIC
    Administrators	 	414
	 	 	 	 	 
	 	 	ARTICLE
    XI	 	 
	 	 	 	 	 
	 	 	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE	 	 
	 	 	 	 	 
	Section 11.01	 	Intent of the Parties;
    Reasonableness	 	415
	Section 11.02	 	Succession; Subcontractors	 	416
	Section 11.03	 	Filing Obligations	 	418




 



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	Section 11.04	 	Form 10-D and Form
    ABS-EE Filings	 	419
	Section 11.05	 	Form 10-K Filings	 	423
	Section 11.06	 	Sarbanes-Oxley Certification	 	426
	Section 11.07	 	Form 8-K Filings	 	427
	Section 11.08	 	Form 15 Filing	 	429
	Section 11.09	 	Annual Compliance
    Statements	 	430
	Section 11.10	 	Annual Reports on
    Assessment of Compliance with Servicing Criteria	 	431
	Section 11.11	 	Annual Independent
    Public Accountants’ Attestation Report	 	433
	Section 11.12	 	Indemnification	 	435
	Section 11.13	 	Amendments	 	437
	Section 11.14	 	Regulation AB Notices	 	437
	Section 11.15	 	Certain Matters
    Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	438
	Section 11.16	 	Certain Matters
    Regarding Significant Obligors	 	443
	Section 11.17	 	Impact of Cure Period	 	443
	 	 	 	 	 
	 	 	ARTICLE
    XII	 	 
	 	 	 	 	 
	 	 	THE
    ASSET REPRESENTATIONS REVIEWER	 	 
	 	 	 	 	 
	Section 12.01	 	Asset Review	 	444
	Section 12.02	 	Payment of Asset
    Representations Reviewer Fees and Expenses; Limitation of Liability	 	449
	Section 12.03	 	Resignation of the
    Asset Representations Reviewer	 	451
	Section 12.04	 	Restrictions of
    the Asset Representations Reviewer	 	451
	Section 12.05	 	Termination of the
    Asset Representations Reviewer	 	451
	 	 	 	 	 
	 	 	ARTICLE
    XIII	 	 
	 	 	 	 	 
	 	 	MISCELLANEOUS
    PROVISIONS	 	 
	 	 	 	 	 
	Section 13.01	 	Amendment	 	454
	Section 13.02	 	Recordation of Agreement;
    Counterparts	 	459
	Section 13.03	 	Limitation on Rights
    of Certificateholders	 	459
	Section 13.04	 	Governing Law; Submission
    to Jurisdiction; Waiver of Jury Trial	 	460
	Section 13.05	 	Notices	 	461
	Section 13.06	 	Severability of
    Provisions	 	468
	Section 13.07	 	Grant of a Security
    Interest	 	468
	Section 13.08	 	Successors and Assigns;
    Third Party Beneficiaries	 	469
	Section 13.09	 	Article and Section
    Headings	 	469
	Section 13.10	 	Notices to the Rating
    Agencies	 	469




 


	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate (Other than Class R and
    Class V Certificates)
	EXHIBIT A-2	Form of Class R Certificate




 



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




 



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




 



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	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




 






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


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LA3,
Class LA4, Class LA5, 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)	 	$32,602,000	 
	Class
    LA2	 	(1)	 	$35,234,000	 
	Class
    LA3	 	(1)	 	$44,439,000	 
	Class
    LASB	 	(1)	 	$50,058,000	 
	Class
    LA4	 	(1)	 	$310,000,000	 
	Class
    LA5	 	(1)	 	$334,853,000	 
	Class
    LAS	 	(1)	 	$144,141,000	 
	Class
    LB	 	(1)	 	$50,449,000	 
	Class
    LC	 	(1)	 	$38,918,000	 
	Class
    LD	 	(1)	 	$43,242,000	 
	Class
    LE	 	(1)	 	$23,063,000	 
	Class
    LF	 	(1)	 	$11,531,000	 
	Class
    LG	 	(1)	 	$34,594,180	 
	Class
    LR	 	None(2)	 	None	 
	LRR	 	(1)	 	$60,690,746.32	 




 


 






		(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-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class
E, Class F and Class G Certificates and the RR Interest (exclusive of the portion of the RR Interest representing an interest
in the Grantor Trust), each of which is a “regular interest” in the Upper-Tier REMIC created hereunder. The Upper-Tier
REMIC also will issue the uncertificated Class UR Interest, which is the sole Class of “residual interests” in the
Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 


THE
GRANTOR TRUST


 


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


 



    -2-


     


    

 


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



 


THE
CERTIFICATES


 


The
following table (and related paragraphs) sets forth the designation, the 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:


 


	Class
        of Certificates

	 	Approximate
                    Initial Pass-
 Through Rate


	 	Original
                    Certificate
 Balance or Notional
 Amount



	Class
    A-1 Certificates	 	1.9840%	 	 	$32,602,000	 
	Class
    A-2 Certificates	 	3.0610%	 	 	$35,234,000	 
	Class
    A-3 Certificates	 	3.0920%	 	 	$44,439,000	 
	Class
    A-SB Certificates	 	3.2650%	 	 	$50,058,000	 
	Class
    A-4 Certificates	 	3.1750%	 	 	$310,000,000	 
	Class
    A-5 Certificates	 	3.4350%	 	 	$334,853,000	 
	Class
    X-A Certificates	 	0.8281%	(1)	 	$807,186,000	(2)
	Class
    X-B Certificates	 	0.2156%	(1)	 	$233,508,000	(2)
	Class
    X-D Certificates	 	1.3508%	(1)	 	$43,242,000	(2)
	Class
    X-E Certificates	 	0.8198%	(1)	 	$23,063,000	(2)
	Class
    X-F Certificates	 	0.8198%	(1)	 	$11,531,000	(2)
	Class
    X-G Certificates	 	0.8198%	(1)	 	$34,594,180	(2)
	Class
    A-S Certificates	 	3.7480%	 	 	$144,141,000	 
	Class
    B Certificates	 	3.9490%	 	 	$50,449,000	 
	Class
    C Certificates	 	4.0589%	 	 	$38,918,000	 
	Class
    D Certificates	 	2.7080%	 	 	$43,242,000	 
	Class
    E Certificates	 	3.2390%	 	 	$23,063,000	 
	Class
    F Certificates	 	3.2390%	 	 	$11,531,000	 
	Class
    G Certificates	 	3.2390%	 	 	$34,594,180	 
	Class
    R Certificates	 	None	 	 	N/A(3)	 
	Class
    V Certificates	 	None	 	 	N/A(3)	 
	RR
    Interest	 	None	(4)	 	$60,690,746.32 	 




 


 






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



 


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



 


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



 



    -3-


     


    

 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $1,213,814,926.


 


WHOLE
LOANS


 


	Loan
    

No.	Whole
    Loan	Type	Non-Serviced
    PSA	Mortgage
    Loan	Pari
    Passu Companion Loan(s)	Subordinate
    Companion Loan(s)
	1	General
    Motors Building Whole Loan	Non-Serviced	BXP
    2017-GM	Note
    A-1-C4, Note A-1-A3	Note
    A-1-S, Note A-1-C1, Note A-1-C2, Note A-1-C3-1, Note A-1-C3-2, Note A-1-A1, Note A-1-A2, Note A-2-S, Note A-2-C1, Note A-2-C2-1,
    Note A-2-C2-2-A, Note A-2-C2-2-B, Note A-2-C3, Note A-2-A1, Note A-2-A2, Note A-2-A3, Note A-3-S, Note A-3-C1, Note A-3-C2,
    Note A-3-C3-1, Note A-3-C3-2, Note A-3-A1, Note A-3-A2-1, Note A-3-A2-2, Note A-3-A3, Note A-4-S, Note A-4-C1, Note A-4-C2,
    Note A-4-C3, Note A-4-A1, Note A-4-A2, Note A-4-A3	Note
    B-1-S, Note B-2-S, Note B-3-S, Note B-4-S
	2	222
    Second Street Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2, Note A-3	N/A
	3	University
    Center Chicago Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	4	Corporate
    Woods Portfolio Whole Loan	Servicing
    Shift	N/A(1)	Note
    A-4	Note
    A-1-A, Note A-1-B, Note A-2, Note A-3, Note A-5	N/A
	5	Westin
    Building Exchange Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	6	Mall
    of Louisiana Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2, Note A-3-1, Note A-3-2, Note A-4, Note A-5-1, Note A-5-2, Note A-6, Note A-7	N/A
	10	Raleigh
    Marriott City Center Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	11	411
    East Wisconsin Whole Loan	Non-Serviced	CGCMT
    2017-B1	Note
    A-2	Note
    A-1	N/A
	13	Moffett
    Place B4 Whole Loan	Servicing
    Shift	N/A(2)	Note
    A-4	Note
    A-1, Note A-2, Note A-3	N/A
	15	First
    Stamford Place Whole Loan	Non-Serviced	JPMCC
    2017-JP7	Note
    A-2-A	Note
    A-1-A, Note A-1-B, Note A-1-C, Note A-2-B	N/A



 


		1)	On
                                         and after the securitization of the Corporate Woods Portfolio Pari Passu Note A-1-A,
                                         the Corporate Woods Portfolio Whole Loan will be serviced pursuant to the Non-Serviced
                                         PSA governing the securitization of the Corporate Woods Portfolio Pari Passu Note A-1-A.



 


		2)	On
                                         and after the securitization of the Moffett Place B4 Pari Passu Note A-1, the Moffett
                                         Place B4 Whole Loan will be serviced pursuant to the Non-Serviced PSA governing the securitization
                                         of the Moffett Place B4 Pari Passu Note A-1.



 



    -4-


     


    

 


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


 


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


 


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


 


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.


 


“222
Second Street Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 30, 2017, by
and between the holders of the respective promissory notes evidencing the 222 Second Street Whole Loan, setting forth the relative
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 



    -5-


     


    

 


“411
East Wisconsin Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 29, 2017, by
and between the holders of the respective promissory notes evidencing the 411 East Wisconsin Whole Loan, setting forth the relative
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


“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.


 


“AB
Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling
Noteholder” or similarly defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt,
there is no AB Whole Loan Controlling Holder under this Agreement.


 



    -6-


     


    

 


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


 


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


 


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


 


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


 



    -7-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -8-


     


    

 


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 a Collection Account that is held for the benefit of the Serviced Companion
Holders) as of the close of business on the related P&I Advance Date, exclusive of (without duplication):


 


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


 


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


 


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


 


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


 



    -9-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Aggregate
Gain-on-Sale Entitlement Amount”: With respect to each Distribution Date, an amount equal to the aggregate amount of
(i) the sum of (a)(x) the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates (other
than the RR Interest) that would remain unpaid as of the close of business on such Distribution Date, divided by (y) the Non-Retained
Percentage, and (b)(x) the amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually
be distributed on the related Distribution Date in respect of such Principal Distribution Amount, divided by (y) the Non-Retained
Percentage, and (ii) any Realized Losses and Retained Certificate Realized Losses outstanding immediately after such Distribution
Date, in each case, to the extent such amounts would occur on such Distribution


 






    -10-


     


    

 


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,
further, that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from
principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or
REO Loan), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution Date related to the period
in which such recovery occurs).


 


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


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
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


 






    -11-


     


    

 


Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from
the appropriate taxing authority as to the applicability of such state or local tax laws.


 


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


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan, or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated
by the applicable Special Servicer (and, prior to the occurrence and continuance of a Consultation Termination Event, in consultation
with the Directing Certificateholder (except in the case of an Excluded Loan with respect to the Directing Certificateholder),
and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder
(except with respect to an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a
Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination Date that is at least
ten (10) Business Days following the date on which the applicable Special Servicer receives an Appraisal (together with information
requested by the applicable Special Servicer from the applicable Master Servicer in accordance with this Agreement that is in
the possession of the applicable Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts
a valuation as described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal
Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related
Mortgaged Property as determined (1) by one or more Appraisals obtained by the applicable Special Servicer with respect to that
Mortgage Loan or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000
(the costs of which shall be paid by the applicable Master Servicer as an Advance) or (2) by an internal valuation performed by
the applicable Special Servicer (or at the applicable Special Servicer’s election, by one or more MAI appraisals obtained
by the applicable Special Servicer) with respect to any Mortgage Loan or Serviced Whole Loan, as the case may be, with an outstanding
principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the applicable Special
Servicer may make (without implying any obligation to do so) based upon its review of the Appraisals and any other information
it deems relevant; provided that, in the case of an NCB Co-op Mortgage Loan, such Appraised Value shall be determined (i) except
as provided in clause (ii) below, in the case of each Mortgaged Property, assuming such Mortgaged Property is operated as a residential
cooperative with such value, in general, to equal the sum of (x) the gross share value of all cooperative units in such residential
cooperative property (applying a discount for units that are subject to existing rent regulated 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


 






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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 or performed
by the applicable Special Servicer and the Appraisal Reduction Amount is calculated by the applicable Special Servicer as of the
first Determination Date that is at least ten (10) Business Days 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 Master Servicer as a Servicing Advance); provided, further, however, that with
respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the
applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120)
day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi)
of the definition of Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to
receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such
clause (vi); provided, further, however, that in no event shall the applicable Special Servicer be
required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day
period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the applicable
Special Servicer to the applicable Master Servicer and the Directing Certificateholder (but in the case of the Directing Certificateholder,


 






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only prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan
with respect to the Directing Certificateholder), the Certificate Administrator and the Trustee. In connection with any Appraisal
Reduction Amount, the applicable Master Servicer shall provide the applicable Special Servicer with the information as set forth
in Section 1.01(c) within four (4) Business Days of its receipt of any such request. No Master Servicer shall calculate
Appraisal Reduction Amounts.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“BANK
2017-BNK5 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of June 1, 2017, between Morgan
Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association and National Cooperative Bank, N.A., as master servicers,
CWCapital Asset Management LLC and National Cooperative Bank, N.A., as special servicers, Wells Fargo Bank, National Association,
as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer.


 


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


 


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


 


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


 


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


 


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


 


“Borrower-Related
Party”: As defined in Section 3.29(a).


 


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


 



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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, 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 0.00580%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 


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


 






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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 to any related Mortgage Loan subject to the Asset Review); provided, further, that so long as there is no Servicer
Termination Event with respect to a Master Servicer or a Special Servicer, as applicable, such Master Servicer and such Special
Servicer or any such Affiliate thereof shall be entitled to exercise such Voting Rights with respect to any issue which could
reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder;
and provided, further, that such restrictions shall not apply to (i) the exercise of either Special Servicer’s, either Master
Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling
Class or (ii) any Affiliate of the Depositor, either Master Servicer, either Special Servicer, the Trustee or the Certificate
Administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and
procedures restricting the flow of information between it and the Depositor, such Master Servicer, such Special Servicer, the
Trustee or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled
to request and rely upon a certificate of any Master Servicer, any Special Servicer or the Depositor in determining whether a


 






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Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders”
shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize
as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the
Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


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


 


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


 


“Class
A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.9840%.


 


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


 


“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.0610%.


 



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


 


“Class
A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.0920%.


 


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


 


“Class
A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.1750%.


 


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


 


“Class
A-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.4350%.


 


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


 


“Class
A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.7480% and
(ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class
A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.2650%.


 


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


 


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


 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.9490% and
(ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 



    -22-


     


    

 


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


 


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


 


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


 


“Class
D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.7080%.


 


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


 


“Class
E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.2390%.


 


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


 


“Class
F Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.2390%.


 


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


 


“Class
G Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.2390%.


 


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


 


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


 


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


 


“Class
LA4 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original


 






    -23-


     


    

 


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


 


“Class
LA5 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -25-


     


    

 


Pass-Through
Rates of the Class A-S, Class B and Class C Certificates for such Distribution Date, weighted on the basis of their respective
aggregate Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


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


 


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


 


“Class
X-E Pass-Through Rate”: 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. 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. 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. 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”: September 28, 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, shall be an amount, calculated
by the applicable Special Servicer (other than with respect to any Non-Serviced Mortgage Loan), equal to the excess of (i) the
Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes
included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan)
(x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent
not reflected or taken into account in such Appraised Value (or in the calculation of any related Appraisal Reduction Amount)
and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital
or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification
related thereto) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided
that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account
solely to the extent relevant information is received by the applicable Master Servicer), plus (z) any other escrows or reserves
(in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or
taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in respect of such AB Modified
Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined separately from and
exclude any related Appraisal Reduction Amounts. The applicable Master Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively rely on the applicable Special Servicer’s calculation or determination of any Collateral
Deficiency Amount.


 


With
respect to any Collateral Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling
Class pursuant to Section 4.05(a), the Appraised Value for the related Mortgaged Property determined in connection with
this definition


 






    -27-


     


    

 


shall be determined on an “as-is” basis. No Master Servicer shall calculate 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 BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates,
Series 2017-BNK7, Collection Account” and, with respect to the NCB Master Servicer, shall be entitled “National Cooperative
Bank, N.A., as NCB Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2017-BNK7 Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, Collection Account”. Any such
account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that
each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set
forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that
is part of the applicable Collection Account shall be for the benefit of the related Serviced Companion Noteholders, to the extent
funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust, any Trust REMIC
or the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall
be entitled “Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion
Noteholders of the Serviced Companion Loans, relating to the BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series
2017-BNK7, Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust
REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Serviced Companion Noteholders.
Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the General Master Servicer and the Companion
Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the second paragraph
of Section 3.04(b).


 



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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






    -30-


     


    

 


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


 


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


 


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


 


“Controlling
Companion Loan”: With respect to a Servicing Shift Whole Loan, the related Companion Loan which, in accordance with
the related Intercreditor Agreement, will be the “Lead Note” or similarly defined term as identified in the related
Intercreditor Agreement after the securitization of such Companion Loan. As of the Closing Date, each of the Corporate Woods Portfolio
Pari Passu Note A-1-A and the Moffett Place B4 Pari Passu Note A-1 shall be a Controlling Companion Loan related to the Trust.


 


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


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at 600 South 4th
Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee at 1100 North Market
Street, Wilmington, Delaware 19890, Attention: CMBS Trustee BANK 2017-BNK7; and (iii) for all other purposes, to the Certificate
Administrator at 9062 Old Annapolis


 






    -31-


     


    

 


Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), BANK 2017-BNK7.


 


“Corporate
Woods Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 7, 2017,
by and between the holders of the respective promissory notes evidencing the Corporate Woods Portfolio Whole Loan, setting forth
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


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





 


“CREFC®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format
substantially in the form of and containing the information called for


 





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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.


 


“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.


 






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


 


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


 


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


 


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


 



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“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.


 


“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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may


 






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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 preceding the repurchase or replacement and
(c) 1.25x, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or
substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of the related Mortgage Loan Seller
shall not be greater than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal
place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1
to the Prospectus plus 10%,


 






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


 


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


 


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


 


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


 


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


 


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


 



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


 


“DBJPM
2017-C6 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of June 1, 2017, between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator, trustee, paying
agent and custodian, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.


 


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


 


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


 


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


 


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


 


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


 


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


 






    -39-


     


    

 


retained by such party to prepare such information and (z) delivered by or on
behalf of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to
the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(xiii)      any
related mezzanine intercreditor agreement;


 


(xiv)      all
related environmental reports; and


 


(xv)       all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of any origination settlement statement;


 


(r)           a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as
defined in Section 775


 



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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL


 


 



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 Additional File, XML format or such other format as mutually agreed to between the
Depositor, Certificate Administrator and the Master Servicers and (b) any report, file or document other than those listed in
clause (a) above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository
institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term
unsecured debt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term
rating of not less than “P-1” from Moody’s, if the deposits are to be held in such account for less than thirty
(30) days, (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 and (C) 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, a 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 “A2” from Moody’s, “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) (if the deposits are to
be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit or
short-term unsecured debt rating shall be at least “P-1” from Moody’s, “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 (or higher) by at least two (2) NRSROs (which may include
S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account
for thirty (30) days or less); (iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum
rating(s) set forth in the applicable clause, would be listed in clauses (i) 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


 



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 may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee,
either Master Servicer or either Special Servicer; (v) a segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating
of at least “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, DBRS, KBRA, S&P or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, DBRS, KBRA,
S&P and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for
such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties
set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator,
either Master Servicer, either Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder,
the Risk Retention Consultation Party or any of their respective Affiliates, (d) has not performed (and is not affiliated with
any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect
to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan
Seller, any Underwriter, any party to this Agreement, the Directing Certificateholder, the Risk Retention Consultation Party or
any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection
with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has
not been a


 



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


 


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


 


“Enforcing
Servicer”: The applicable Special Servicer.


 


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


 


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


 


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


 


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


 


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


 


“Escrow
Payment”: Any payment received by the applicable Master Servicer or the applicable Special Servicer for the account
of any Mortgagor for application toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents
and similar


 



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 items in respect of the related Mortgaged Property, including amounts for deposit to any reserve account.


 


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


 


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


 


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


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(b), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates,
Series 2017-BNK7, Class V Certificates and the RR Interest, Excess Interest Distribution Account”, and which must be an
Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the
benefit of the Holders of the Class V Certificates and the RR Interest. The Excess Interest Distribution Account shall not be
an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension
or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed
additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise
paid or reimbursed by the


 



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 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 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


 



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 Loan is also not an Excluded Loan as
to either the Directing Certificateholder or the Holder of the majority of the Controlling Class. As of the Closing Date, there
are no Excluded Controlling Class Loans related to the Trust.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan, which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports
related to Specially Serviced Loans prepared by the applicable Special Servicer or any Excluded Special Servicer and which may
include any Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present
value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section
3.26(e), and any Officer’s Certificates delivered by the Trustee, the applicable Master Servicer or the applicable Special
Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information
and reports designated as Excluded Information by the applicable Special Servicer, the applicable Master Servicer or the Operating
Advisor, as applicable, but in each case other than information with respect to such Excluded Controlling Class Loan that is aggregated
with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File
relating to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded Information”.
Each of the Master Servicers, the Special Servicers and the Operating Advisor shall deliver any Excluded Information to the Certificate
Administrator in accordance with Section 3.32. For the avoidance of doubt, the Certificate Administrator’s obligation
to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.26.


 


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


 


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


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final
Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding
an Excluded Special Servicer’s net present value determination or any


 



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 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 is 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.


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the applicable Special Servicer to the Directing Certificateholder or the Risk
Retention Consultation Party which does not include any communication (other than the related Asset Status Report) between the
applicable Special Servicer and Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially
Serviced Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, so long as no Control Termination Event has occurred and is continuing,
no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder has either
finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights
of approval and consent pursuant to Section 3.19, or has been deemed to have approved or consented to such action or the
Asset Status Report is otherwise implemented by the applicable Special Servicer in accordance with this Agreement. In addition,
after the occurrence and during the continuance of a Control Termination Event, no Asset Status Report shall be a Final Asset
Status Report unless and until the Operating Advisor is consulted with on a non-binding basis or deemed to have been consulted
with pursuant to this Agreement. No such consultation shall be required prior to a Control Termination Event and, during such
period, the Operating Advisor is only required to review Final Asset Status Reports delivered to it by the Special Servicers;
provided that the Operating Advisor shall be required to request delivery of a Final Asset Status Report to the extent it has
actual knowledge of such Final Asset Status Report. Each Final Asset Status Report shall be labeled or otherwise identified or
communicated as being final by the applicable special servicer.


 






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


 


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


 


“First
Stamford Place Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 31, 2017, by and between
the holders of the respective promissory notes evidencing the First Stamford Place Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


“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


 



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 Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received. Gain-on-Sale Proceeds shall exclude any amounts allocated as a Yield Maintenance Charge, Prepayment
Premium, recovery of any late payment charges and default interest or recovery of any assumption fees and Modification Fees pursuant
to Sections 3.02(a) – (c).


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(d) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holders of the RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“General
Motors Building Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of June 30, 2017, by
and between the holders of the respective promissory notes evidencing the General Motors Building Whole Loan, setting forth the
relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA or


 



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


 


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


 



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 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
Purchasers”: Wells Fargo Securities, LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. LLC. and Academy Securities, 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
Schedule AL Additional File”: The data file prepared by or on behalf of the Depositor containing additional information
or schedules regarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item
601(b)(103) of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference into
the Prospectus.


 


“Initial
Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor containing the information required
by Item 111(h)(3) or Item 1125 or Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit
102 to the Form ABS-EE incorporated by reference into the Prospectus.


 


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


 


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


 


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


 


“Institutional
Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of
paragraphs (1), (2), (3) or (7) of Rule 501(a) of


 



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 Regulation D under the Act or any entity in which all of the equity owners come
within such paragraphs.


 


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


 


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


 


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


 


“Intercreditor
Agreement”: Each of the General Motors Building Intercreditor Agreement, the 222 Second Street Intercreditor Agreement,
the University Center Chicago Intercreditor Agreement, the Corporate Woods Portfolio Intercreditor Agreement, the Westin Building
Exchange Intercreditor Agreement, the Mall of Louisiana Intercreditor Agreement, the Raleigh Marriott City Center Intercreditor
Agreement, the 411 East Wisconsin Intercreditor Agreement, the Moffett Place B4 Intercreditor Agreement and the First Stamford
Place 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


 



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 Date, less (B)
any Excess Prepayment Interest Shortfall allocated to such Class of Certificates (other than the RR Interest) on such Distribution
Date.


 


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


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK
2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017- BNK7, 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),


 



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PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house
asset managers”) or a similar exemption under Similar Law.


 


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


 


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


 


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


 


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


 



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Directing Certificateholder
and each Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of
the party so designated.


 


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


 


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


 


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


 


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


 






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“Liquidation
Fee”: A fee payable to 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, (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds or (iii) Loss of Value
Payments (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 or Loss of Value Payments (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 be; provided, however, that no Liquidation Fee shall
be payable with respect to (a) the purchase of the Specially Serviced Loan by either Special Servicer or any Affiliate thereof
(except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however, that prior
to a Control Termination Event, if the Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan
within ninety (90) days after applicable Special Servicer delivers to the Directing Certificateholder for its approval the initial
Asset Status Report with respect to such Specially Serviced Loan, such Special Servicer will not be entitled to a Liquidation
Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b) any event described in clause
(iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase
or substitution occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v), (vi)
and (vii) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant
to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such
holder’s purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected
Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such
Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective
or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof)
provided for such repurchase or such repurchase occurs prior to the termination of the extended resolution period provided therein
or (y) a purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant
to a clean-up call or similar liquidation of the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes
a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (i) or (ii) of the definition
of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity
Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event
that a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above, each Special
Servicer may 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


 



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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.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to either Master Servicer or either Special Servicer in connection with:
(i) the liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted
Loan or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms
and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a
Mortgagor; (iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant
to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 5
of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property by the Holder of
the majority of the Controlling Class, either Special Servicer, either Master Servicer or the Holders of the Class R Certificates
pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion
Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the
transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Accounts in accordance with Section
3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable
to the applicable 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 3.29.


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the
“Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, a Loan-Specific
Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Controlling
Companion Loan. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder
under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, Citi Real Estate Finance
Inc. is expected to be a Loan-Specific Directing Certificateholder with respect to the Corporate Woods Portfolio Whole Loan and
Deutsche Bank AG, New York Branch is expected to be the Loan-Specific Directing Certificateholder with respect to the Moffett
Place B4 Whole Loan.


 






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“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(f) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or any Trust REMIC.


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF and Class LG and LRR Uncertificated Interests.


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates,
Series 2017-BNK7, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be an Eligible
Account.


 


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


 






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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Mall
of Louisiana Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 5, 2017, by and between
the holders of the respective promissory notes evidencing the Mall of Louisiana Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Moffett
Place B4 Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 28, 2017, by and between
the holders of the respective promissory notes evidencing the Moffett Place B4 Whole Loan, setting forth the relative rights of
such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


(i)          the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BANK 2017-BNK7, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK7, without recourse, representation or warranty” or in blank and further
showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit
to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and
an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)        an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7” (or in the
case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related


 



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


 


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


 


(v)         an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of BANK 2017-BNK7,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7” (or in the case of any Serviced Whole Loan, in its capacity
as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the
related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information and, if applicable,
the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that
Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 


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


 


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


 


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


 


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


 






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


 


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


 


(xii)       the
original or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or Serviced Whole
Loan, as well as the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which
letter of credit shall either (A)(x) in the case of the Mortgage Loans other than the NCB Mortgage Loans, name as beneficiary
“Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of registered holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7”
or (y) in the case of the NCB Mortgage Loans, name as beneficiary “National Cooperative Bank, N.A., as NCB Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2017-BNK7, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK7” or (B) be accompanied by all documentation necessary in order to transfer
all rights of the named beneficiary in such letter of credit to the applicable Master Servicer on behalf of the Trustee and to
receive, after presentment by the applicable Master Servicer (in accordance with Section 3.01(f)) to the bank issuing such
letter of credit, a reissued letter of credit in the name of the applicable Master Servicer on behalf of the Trustee;


 


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


 


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


 


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


 


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


 






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(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) 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


 



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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.


 


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


 


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


 


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


 


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


 


(ii)         the
Mortgagor’s name;


 






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(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;


 


(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;


 






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


 


(xxiii)     the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)     the
Administrative Cost Rate; and


 


(xxvii)    the
Due Date.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 



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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, the applicable Special
Servicer, a related Non-Serviced Master Servicer or a related Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency
or similar proceeding involving the related Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest
on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates
and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding
a related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the
basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued
in respect of such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided, further, that, with
respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur
in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year which
is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined exclusive
of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution
Date), will be determined inclusive of the amounts withheld in the immediately preceding January and February, if applicable.
With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage
Loan had remained outstanding.


 


“Net
Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating
Income will be calculated in accordance with the


 



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standard definition of “Net Operating Income” approved from
time to time endorsed and put forth by the CREFC®.


 


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


 


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


 


“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
good faith business 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 applicable
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any P&I Advance
previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the applicable Master Servicer
(and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the
related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating
Advisor and the 17g-5 Information Provider notice of such determination. Any such determination (other than by the applicable
Special Servicer) shall not be binding upon (but may be conclusively relied upon by) the applicable Master Servicer and the Trustee,
and any such determination by the applicable Special Servicer shall be conclusive and binding upon the applicable Master Servicer
and the Trustee (but this statement shall not be construed to entitle the applicable Special Servicer to reverse the determination
of the applicable Master Servicer or the Trustee or to prohibit the applicable Master Servicer or the Trustee from making a determination
that a P&I Advance would be a Nonrecoverable Advance), provided, however, that such Special Servicer shall have no such obligation
to make an affirmative determination that any P&I Advance is or would be recoverable and in the absence of a determination
by such Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain
with the applicable Master Servicer or Trustee, as applicable. If a Special Servicer makes a determination that only a portion,
and not all, of any


 



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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 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


 



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the expense of the Trust any reasonably required analysis, Appraisals
or market value estimates or other information for making a recoverability determination. Absent bad faith, the applicable Master
Servicer’s, the applicable Special Servicer’s or the Trustee’s determination as to the recoverability of any
P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the applicable Master Servicer,
the applicable Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability
determination, shall be evidenced by an Officer’s Certificate delivered by either the applicable Special Servicer or the
applicable Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but,
in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event
and only with respect to any Mortgage Loan other than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage
Loan, any Other Servicer), the Operating Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee
to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator
(and, in the case of the Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the applicable Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income
and expense statements, rent rolls (or, with respect to the residential cooperative properties, maintenance schedules), occupancy
status, property inspections and any other information used by such Master Servicer, such Special Servicer or the Trustee, as
applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged
Property). The Trustee shall be entitled to conclusively rely on the applicable Master Servicer’s or the applicable Special
Servicer’s determination that a P&I Advance is or would be nonrecoverable, and each Master Servicer and the Trustee
shall be entitled to conclusively rely on and shall be bound by the applicable Special Servicer’s determination that a P&I
Advance is or would be nonrecoverable.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which, in the reasonable judgment of the applicable Master
Servicer, the applicable Special Servicer or the Trustee (in its good faith business judgement), 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


 



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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 Master Servicer
to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but, in the case of the Directing
Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any
Mortgage Loan other than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage Loan, any Other Servicer),
the Operating Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the
applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator (and in the
case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the applicable Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made
is a Nonrecoverable Servicing Advance and shall deliver to the applicable Master Servicer (and with respect to a Serviced Mortgage
Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider
notice of such determination. Any such determination (other than by the applicable Special Servicer) shall not be binding upon
(but may be conclusively relied upon by) the applicable Master Servicer and the Trustee, and any such determination by the applicable
Special Servicer shall be binding upon the applicable Master Servicer and the Trustee (but this statement shall not be construed
to entitle the applicable Special Servicer to reverse the determination of the applicable Master Servicer or the Trustee or to
prohibit the applicable Master Servicer or the Trustee from


 



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making a determination that a Servicing Advance would be a Nonrecoverable
Advance), provided, however, that the applicable Special Servicer shall have no such obligation to make an affirmative determination
that any Servicing Advance is or would be recoverable and in the absence of a determination by the applicable Special Servicer
that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the applicable
Master Servicer or the Trustee, as applicable. If the applicable Special Servicer makes a determination that only a portion, and
not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the applicable Master Servicer
and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such
determination of nonrecoverability and the considerations of the applicable Master Servicer, the applicable Special Servicer or
the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related
income and expense statements, rent rolls (or, with respect to residential cooperative properties, maintenance schedules), occupancy
status, property inspections and any other information used by such Master Servicer, such Special Servicer or the Trustee, as
applicable, to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced
Companion Loan or related Mortgaged Property). The applicable Special Servicer shall promptly furnish any party required to make
Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties
as such party required to make Servicing Advances may reasonably request for purposes of making recoverability determinations.
The Trustee shall be entitled to conclusively rely on the applicable Master Servicer’s or the applicable Special Servicer’s
determination that a Servicing Advance is or would be nonrecoverable, and the applicable Master Servicer shall be entitled to
conclusively rely on the applicable Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable.
Notwithstanding anything herein to the contrary, if the applicable Special Servicer requests that the applicable Master Servicer
make a Servicing Advance, such Master Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable
Servicing Advance; provided, however, that such Special Servicer shall not be entitled to make such a request more frequently
than once per calendar month with respect to Servicing Advances other than emergency advances (although such request may relate
to more than one Servicing Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination
shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to
the recoverability of any servicing advance or property protection advance previously made or proposed to be made in respect of
a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


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


 


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


 


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


 



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sum of the Required Credit Risk Retention Percentage and the Non-Retained Percentage
shall equal 100%.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each of the General Motors Building Intercreditor Agreement, the 411 East Wisconsin Intercreditor
Agreement, the First Stamford Place Intercreditor Agreement, the Corporate Woods Portfolio Intercreditor Agreement (on and after
the related Servicing Shift Securitization Date) and the Moffett Place B4 Intercreditor Agreement (on and after the related Servicing
Shift Securitization Date).


 


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


 


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


 


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


 


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


 


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


 



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Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


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


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the General Motors Building Mortgage Loan, 0.00125%% per annum,
(ii) the 411 East Wisconsin Mortgage Loan, 0.00250% per annum, (iii) the First Stamford Place Mortgage Loan, 0.00250% per
annum, (iv) the Corporate Woods Portfolio Mortgage Loan (on and after the related Servicing Shift Securitization Date), 0.00250%
per annum and (v) the Moffett Place B4 Mortgage Loan (on and after the related Servicing Shift Securitization Date), 0.00250%
per annum.


 


“Non-Serviced
PSA”: With respect to:


 


(i)          the
General Motors Building Whole Loan, that certain trust and servicing agreement, dated as of June 9, 2017, among Morgan Stanley
Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, AEGON USA Realty Advisors, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator, and Wilmington Trust, National Association, as
trustee, as from time to time amended, supplemented or modified relating to the issuance of the BXP Trust 2017-GM, Commercial
Mortgage Pass-Through Certificates, Series 2017-GM;


 


(ii)         the
411 East Wisconsin Whole Loan, that certain pooling and servicing agreement, dated and effective as of August 1, 2017, among Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC,
as special servicer, Trimont Real Estate Advisors, LLC, as operating advisor, Trimont Real Estate Advisors, LLC, as asset representations
reviewer, Citibank, N.A., as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee, as from time to
time amended, supplemented or modified relating to the issuance of the Citigroup Commercial Mortgage Trust 2017-B1, Commercial
Mortgage Pass-Through Certificates, Series 2017-B1;


 


(iii)        the
First Stamford Place Whole Loan, that certain pooling and servicing agreement, dated and effective as of July 1, 2017, among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust,
National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer,
as from time to time amended, supplemented or modified relating to the issuance of the JPMCC Commercial Mortgage Securities Trust
2017-JP7, Commercial Mortgage Pass-Through Certificates, Series 2017-JP7; and


 






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(iv)        any
Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the related pooling and servicing agreement
governing the servicing of the Servicing Shift Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall


 



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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 or Servicing Shift Mortgage Loans and each
related Companion Loan), payable pursuant to Section 3.05 of this Agreement; provided, however, that no such fee shall
be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided, further, that the Operating
Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided,
further, however, that to the extent such fee is incurred after the outstanding Certificate Balances of the Control
Eligible Certificates and the corresponding portion of the RR Interest have been reduced to zero as a result of the allocation
of Realized Losses to such Certificates, such fee shall be payable in full to the Operating Advisor as an expense of the Trust;
provided, further, that the applicable Master Servicer or the applicable Special Servicer, as applicable, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial
waiver is in accordance with the Servicing Standard (provided that the applicable Master Servicer or the applicable Special Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).


 


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


 


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


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00173%.


 






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“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the
holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a
single lender), and not to holders of any particular Class of 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,
any Certificateholder, the Risk Retention Consultation Party or any of their Affiliates.


 


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


 


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


 


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


 


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


 


(d)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall have been


 



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entered against the operating advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


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


 


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


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, a Master
Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to
the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust
REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor trust, or
(d) the resignation of either Master Servicer, 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, the Class X-G Notional Amount, the applicable initial Notional
Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


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


 


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


 


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


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the Other Servicer, Other


 



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


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 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 Rate or the Class X-G Pass-Through Rate,
as the case may be.


 






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“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


(i)          direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an


 



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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 then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that are then rated by such Rating Agency, such class of securities) as evidenced
in writing;


 


(ii)         time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities with respect to which (A) with respect to Moody’s, (I) in the case of such investments with maturities
of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term rating category by Moody’s
or the long-term debt obligations of which are rated at least “A2” by Moody’s, (II) in the case of such investments
with maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated in
the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “A1”
by Moody’s, (III) in the case of such investments with maturities of six (6) months or less, but more than three (3) months,
the short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations
of which are rated at least “Aa3” by Moody’s and (IV) in the case of such investments with maturities of more
than six (6) months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and the long-term obligations of which are rated “Aaa” by Moody’s (or, in each case, if permitted by the related
Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that such investment
would not, in and of itself, result in a downgrade, qualification or withdrawal of 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 each of Fitch and; or, in each case, such other rating as would not result in the
downgrading, withdrawal or qualification of then-current rating assigned by each Rating Agency to any Class of Certificates (or,
insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency,
such class of securities) as evidenced in writing, (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 S&P 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 S&P and/or Fitch));


 


(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


 


 



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depository institution or trust
company (acting as principal) described in clause (ii) above;


 


(iv)        debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of Fitch and (2) the short-term obligations of which
corporation are rated in the highest short-term rating category by Moody’s or the long-term obligations of which corporation
are rated at least “A2” by Moody’s, (B) if such debt obligations have a term of more than three months and not
in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s and (C) if such
debt obligations have a term of more than six months, the short-term obligations of which corporation are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated “Aaa”
by Moody’s (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through (C) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that securities
issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause 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) (1) in the case of such investments with maturities of 30 days or less, the short
term obligations of which corporation are rated at least in the highest short-term debt rating category of Moody’s and “F1”
by Fitch, or the long-term obligations of which corporation are rated at least “A2” by Moody’s and “A”
by Fitch (if rated by such Rating Agency), (2) in the case of such investments with maturities of three months or less, but more
than 30 days, the short-term obligations of which are rated at least in the highest short-term debt rating category of Moody’s
and “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term
rating of “F1” by Fitch) and “A2” by Moody’s, (3)(A) in the case of such investments with maturities
of six months or less, but more than three months, the short-term obligations of which are rated at least “P1” by
Moody’s, and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s, and (B)
in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations
of which are rated at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch), and (4)(A) in the case of such investments with maturities of
more


 



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than six months, the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term
obligations of which are rated at least “Aaa” by Moody’s, and (B) in the case of such investments with maturities
of more than six months, the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations
of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch);


 


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


 


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


 


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


 


provided,
however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6)
of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change,
(b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest
rate index plus a fixed spread, if any, and move proportionately with such index, (c) any such investment must not be subject
to liquidation prior to maturity, and (d) any such investment must not be purchased at a premium over par; and provided, further,
however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments with respect to such instrument


 



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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 Affiliates in connection with any services performed by such party with respect to any Mortgage Loan and
Serviced Companion Loan (including any related REO Property) in accordance with this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Preliminary
Prospectus” The Preliminary Prospectus, dated September 13, 2017, relating to the Registered Certificates.


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization


 



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premium, if any, on the Certificates for federal income tax purposes; provided
that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


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


 


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


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a Mortgagor in connection with a principal prepayment on, or other early
collection


 



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of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage
Loan by a mezzanine lender on behalf of the subject Mortgagor if and as set forth in the related Intercreditor Agreement).


 


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


 


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


 


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


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, 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”.


 


“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


 



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


 


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


 


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


 


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


 


 



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


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated September 20, 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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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 the recommendation by the Operating Advisor for the replacement special
servicer to become a Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than
compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed
as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as
successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently
has a special servicer rating of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a
CMBS transaction rated by Moody’s on a transaction-level basis (as to which CMBS transaction there are outstanding CMBS
rated by Moody’s), and (viii) is currently acting as a special servicer in a transaction rated by DBRS and has not been
publicly 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.


 


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


 



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


 


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


 


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


 


“Raleigh
Marriott City Center Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of July 13, 2017,
by and between the holders of the respective promissory notes evidencing the Raleigh Marriott City Center Whole Loan, setting
forth the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


“Rating
Agency”: Each of DBRS, Fitch and Moody’s 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 and Moody’s
herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 






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


 


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


 


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


 


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


 


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


 


“Registered
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C, Class
X-A and Class X-B Certificates.


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, 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 11.05(a).


 


“Regulation
AB Servicing Officer”: Any officer or employee of either Master Servicer or either Special Servicer, as applicable,
involved in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement
and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
or employee’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to
be signed by a Servicing Officer, such an officer or employee whose


 






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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.


 


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


 


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


 


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


 


	 	Related
Certificates
	 	Related
Lower-Tier Regular Interest

	 	Class
    A-1 Certificates	 	Class
    LA1 Uncertificated Interest
	 	Class
    A-2 Certificates	 	Class
    LA2 Uncertificated Interest
	 	Class
    A-SB Certificates	 	Class
    LASB Uncertificated Interest
	 	Class
    A-3 Certificates	 	Class
    LA3 Uncertificated Interest
	 	Class
    A-4 Certificates	 	Class
    LA4 Uncertificated Interest
	 	Class
    A-5 Certificates	 	Class
    LA5 Uncertificated Interest
	 	Class
    A-S Certificates	 	Class
    LAS Uncertificated Interest
	 	Class
    B Certificates	 	Class
    LB Uncertificated Interest
	 	Class
    C Certificates	 	Class
    LC Uncertificated Interest
	 	Class
    D Certificates	 	Class
    LD Uncertificated Interest
	 	Class
    E 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.


 






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


 


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


 


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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by (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 “Rialto Capital Advisors, LLC, as General Special Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK7,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, REO Account” and (b) with respect to the NCB Co-op Mortgage
Loans, the NCB Special Servicer, pursuant to and for the benefit of the Persons specified in Section 3.14(b), which shall
be titled “National Cooperative Bank, N.A., as NCB Special Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of the BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series
2017-BNK7”. 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


 






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


 


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


 






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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Required
Credit Risk Retention Percentage”: 5%.


 


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


 


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


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this


 






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


 


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


 


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


 


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


 


“Retained
Certificate Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account)
created and maintained by the Certificate Administrator, pursuant to Section 3.04(d) on behalf of the Trustee for the benefit
of the Holders of the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK
2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, Retained Certificate Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(A)
first, to the Class G Certificates;


 


(B)
second, to the Class F Certificates;


 


(C)
third, to the Class E Certificates;


 


(D)
fourth, to the Class D Certificates;


 


(E)
fifth, to the Class C Certificates;


 


(F)
sixth, to the Class B Certificates;


 


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


 






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(H)
eighth, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-SB, Class
A-3, Class A-4 and Class A-5 Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates
have been reduced to zero.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Risk
Retention Rules”: The joint final rule that was promulgated to implement the Risk Retention Requirements (which such
joint final rule has been codified, inter alia, at 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


 






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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-4
hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and
(ii) beneficial ownership of the RR Interest Specific Grantor Trust Assets.


 


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


 


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


 


“Rule
144A”: Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Each
of the holders of the 222 Second Street Pari Passu Companion Loans, the University Center Chicago Pari Passu Companion Loans,
the Westin Building Exchange Pari Passu Companion Loan, the Mall of Louisiana Pari Passu Companion Loans, the Raleigh Marriott
City Center Pari Passu Companion Loan, the Corporate Woods Portfolio Pari Passu Companion Loans (prior to the related Servicing
Shift Securitization Date) and the Moffett Place B4 Pari Passu Companion Loans (prior to the related Servicing Shift Securitization
Date).


 


“Serviced
Companion Noteholder Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.27.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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Servicing Fee Rate) and (ii) each Serviced Pari Passu Companion Loan, a per
annum rate equal to 0.00250%, in each case computed on the basis of the Stated Principal Balance of the related Serviced Pari
Passu Companion Loan in the same manner in which interest is calculated in respect of such loan.


 


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


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than either Master
Servicer, 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


 






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Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, each of the Corporate Woods Portfolio Pari Passu Note A-1-A,
and the Moffett Place B4 Pari Passu Note A-1 will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced
PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead Note on the related Servicing
Shift Securitization Date. As of the Closing Date, the Corporate Woods Portfolio Mortgage Loan and the Moffett Place B4 Mortgage
Loan will be a Servicing Shift Mortgage Loan related to the Trust. After all Servicing Shift Securitization Dates, there will
be no Servicing Shift Mortgage Loan related to the Trust.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a Non-Serviced Trust, provided that the holder of such Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee. Each of the respective dates on
which the Corporate Woods Portfolio Pari Passu Note A-1-A, and the Moffett Place B4 Pari Passu Note A-1 is included in a securitization
trust is a Servicing Shift Securitization Date related to the Trust (subject to the proviso in the immediately preceding sentence).


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Servicing Shift
Mortgage Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of
which is expected to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the
related Servicing Shift Lead Note on the related Servicing Shift Securitization Date. As of the Closing Date, each of the Corporate
Woods Portfolio Whole Loan and the Moffett Place B4 Whole Loan will be a Servicing Shift Whole Loan related to the Trust. After
all Servicing Shift Securitization Dates, there will be no Servicing Shift Whole Loan related to the Trust.


 


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


 






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


 


(i)     
  the related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the
applicable Master Servicer or the applicable Special Servicer, on or before the due date of such Balloon Payment, a written
and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender
reasonably satisfactory in form and substance to the applicable Master Servicer or the applicable Special Servicer, as
applicable, (and such Master Servicer or such Special Servicer, as applicable, shall promptly forward such commitment to the
applicable Special Servicer or the applicable Master Servicer, as applicable) which provides that such refinancing will occur
within 120 days after the date on which such Balloon Payment will become due (provided that if either (x) such
refinancing does not occur before the expiration of the time period for refinancing specified in such refinancing commitment
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, a Servicing Transfer Event will occur immediately); or


 


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


 


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


 






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consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if a Control
Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing), 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
a written and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender
reasonably satisfactory in form and substance to the applicable Master Servicer or the applicable Special Servicer (and such Master
Servicer or such applicable Special Servicer, as applicable, shall promptly forward such commitment to the applicable Special
Servicer or applicable Master Servicer, as applicable) which provides that such refinancing will occur within one hundred-twenty
(120) days following the date on which such Balloon Payment will become due, the applicable Master Servicer determines (in accordance
with the Servicing Standard) or receives from the applicable Special Servicer a written determination of such Special Servicer
(which determination the applicable Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent
of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control
Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder (other than
with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing
but no Consultation Termination Event has occurred and is continuing), that (A) the Mortgagor is likely not to make one or more
Assumed Scheduled Payments prior to such a refinancing or (B) such refinancing is not likely to occur within one hundred-twenty
(120) days following the date on which such Balloon Payment will become due); or


 


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


 






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such Mortgage
Loan or Serviced Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


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


 


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


 


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


 


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


 


(ix)       the
applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer, with the consent
of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only for so long
as no Control Termination Event has occurred and is continuing)) 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


 






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Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the Non-Serviced PSA.


 


“Significant
Obligor”: As defined in Section 11.16.


 


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


 


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


 


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


 


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


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any NCB Mortgage Loan, 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
Servicer Decision”: Each of the following:


 


(i)       approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


 


(ii)       subject
to the proviso at the end of this definition, consent to actions and releases related to condemnation of parcels of a Mortgaged
Property;


 


(iii)      other
than with respect to an NCB-Co-op Mortgage Loan, any requests for the funding or disbursement of amounts from any escrow accounts,


 






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reserve funds or letters of credit held as “performance”, “earn-out”, “holdback” or similar
escrows or reserves, including the funding or disbursement of any such amounts with respect to any Mortgage Loan (other than with
respect to an NCB Co-op Mortgage Loan), but excluding, as to Mortgage Loans that are not Specially Serviced Loans, any routine
and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria or lender
discretion is not required or permitted pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt,
any request with respect to a Mortgage Loan that is not a Specially Serviced Loan for Routine Disbursements or any other funding
or disbursement as mutually agreed upon by the applicable Master Servicer and the applicable Special Servicer, shall not constitute
a Special Servicer Decision; provided, however, that in the case of any Mortgage Loan (other than a Mortgage Loan secured by a
residential cooperative property sold to the trust by National Cooperative Bank, N.A.) whose escrows, reserves, holdbacks and
related letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal balance of such
Mortgage Loan (which Mortgage Loans are identified on Schedule 3 hereto), no such funding or disbursement of such escrows,
reserves, holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute Special
Servicer Decisions, except for the routine funding of tax payments and insurance premiums when due and payable (provided that
the Mortgage Loan is not a Specially Serviced Loan));


 


(iv)      other
than with respect to an NCB Co-op Mortgage Loan, requests to incur additional debt in accordance with the terms of the Mortgage
Loan documents;


 


(v)       subject
to the proviso at the end of this definition, any approval 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, 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;


 


(vi)      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; and


 


(vii)     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 affects an area greater than the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged
Property and (2) 30,000 square feet of the improvements at the Mortgaged Property; provided that the Special Servicer will be
required to reach a decision on any such Special Servicer Decision within twenty (20) Business Days of its receipt from the Mortgagor
of all information reasonably requested by the


 






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applicable Special Servicer in order to process the Special Servicer Decision (such
twenty (20) Business Days being inclusive of the five (5) Business Day period within which the Directing Certificateholder is
required to grant or withhold its consent);


 


provided
that, with respect to a Non-Specially Serviced Loan, if the applicable Special Servicer determines (a) with respect to clause
(ii) above, that a condemnation is not with respect to a material parcel or a material income producing parcel and that such condemnation
does not materially affect the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts
due in respect of the related Mortgage Loan or Companion Loan when due, or (b) with respect to clause (v) above that an easement
or right of way will not materially affect the use or value of a Mortgaged Property or a borrower’s ability to make payments
with respect to the related Mortgage Loan or any related Companion Loan, it shall provide written notice of such determination
to the applicable Master Servicer, in which case, the applicable Master Servicer shall process such decision and such decision
shall be deemed to be a Master Servicer Decision not a Special Servicer Decision; provided, further, that the applicable
Special Servicer shall make any such determination and provide any such notice within two (2) Business Days of its receipt of
a request related to any such decision.


 


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


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non Serviced Mortgage
Loan) on a loan-by-loan basis at a rate equal to (i) with respect to the General Special Servicer, the greater of (A) 0.25% computed
on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable,
in the same manner as interest is calculated on such Specially Serviced Loan and (B) the per annum rate that would result
in a Special Servicing Fee of (x) $3,500 and (y) with respect to General Special Servicer and any Mortgage Loan with respect to
which the Risk Retention Consultation Party is entitled to consult with the Special Servicer, for so long as the related Mortgage
Loan is a Specially Serviced Loan, and during the continuance of a Consultation Termination Event, $5,000, (ii) with respect to
the NCB Special Servicer, the greater of 0.25% and the per annum rate that would result in a Special Servicing Fee of $1,000
for the related month.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


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


 






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and interest
due during or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount
shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s)
being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “BANK 2017-BNK7”.


 


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


 


“Trust-Related
Litigation”: As defined in Section 3.29.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Underwriters”:
Wells Fargo Securities, LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC. and Academy
Securities, Inc.


 


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


 


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


 


“University
Center Chicago Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of July 20, 2017, by
and between the holders of the respective promissory notes evidencing the University Center Chicago Whole Loan, setting forth
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“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.


 






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


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK7,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, 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 


 






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Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Allocated Appraisal Reduction Amounts allocated to the
Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately
preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with
any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d), the
Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Allocated Appraisal Reduction Amounts allocated to the
Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates and the RR Interest, determined as of the
Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates shall be allocated among Certificateholders
of such Class in proportion to their respective Percentage Interests. Neither the Class R nor Class V Certificates nor RR Interest
will be entitled to any Voting Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on 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).


 


“Westin
Building Exchange Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 5, 2017,
by and between the holders of the respective promissory notes evidencing the Westin Building Exchange Whole Loan, setting forth
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“WFCM
2017-C38 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of July 1, 2017, between Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank
National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust,
National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(b), a fee of 1.00% of each
collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation
Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other
than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on each
Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


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


 


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


 


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


 


(ii)       Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the applicable
Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan


 






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are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan, on which interest accrues.


 


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


 


(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]


 






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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), (f) and (g)) and 5 (other than
Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of
each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s
interest therein) or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the
Depositor’s interest therein); (vii) the applicable Master Servicer’s, the applicable Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the
Depositor’s interest therein); (viii) any Assignment of Leases and any security agreements (to the extent of the
Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest therein); (x)
all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s
interest therein), amounts on deposit in the Collection Accounts (to the extent of the Depositor’s interest therein),
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in
such Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the
Depositor’s interest in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Depositor’s interest in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental
Indemnity Agreements (to the extent of the Depositor’s interest therein); (xii) the Lower-Tier Regular Interests;
(xiii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent not covered by
clause (ii) above); and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the
related Mortgagor) (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 September 2017 but have their
first Due Date in October 2017, any interest amounts relating to the period prior to the Cut-off Date. The transfer of the
Mortgage Loans and


 






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the related rights and property accomplished hereby is absolute and, notwithstanding Section
13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2, 3,
4 (other than Section 4(c), (d), (f) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to
the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, it is intended
that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned
Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15
in connection therewith.


 


(b)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i)
of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (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


 






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eighteen (18)
months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable,
a copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording thereon (if intended to
be recorded or filed), for any other reason, including, without limitation, that such non-delivered document or instrument has
been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument
(with evidence of filing or recording thereon and certified 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


 






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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 the BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7” 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 BANK 2017-BN7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7”, 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
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 the applicable
Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit
is assigned or amended in order that it may be drawn by the applicable Master Servicer on behalf of the Trust. Regardless of the
manner of delivery, the related Mortgage Loan Seller is required pursuant to the related Mortgage Loan Purchase Agreement to indemnify
the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure of such Mortgage Loan Seller to
assign all rights in and to the letter of credit hereunder including the right and power to draw on the letter of credit.


 


(c)       Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”) relating
to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording,
as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or
recording office. On


 






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the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage
Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except under
the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced Mortgage
Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly
(and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s
actual receipt of the related documents and the necessary recording and filing information) cause to be submitted for recording
or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate,
each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC
Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or
to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its
designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed
a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered
to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document
or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which
it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its
designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the
related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the
same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received
confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan
Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage
Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the 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


 






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assignment, satisfaction or discharge by the related Mortgage Loan Seller, the applicable Master Servicer,
the applicable Special Servicer, any Sub-Servicer or the Depositor.


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in the case of such Mortgage Loan Seller, originals or copies of all financial statements, operating statements,
appraisals, environmental reports, engineering reports, Insurance Policies, certificates, guaranty/indemnity agreements, property
inspection reports, escrow analysis, tax bills, third-party management agreements, asset summary and financial information on
the borrower/sponsor and any guarantor, but in any case excluding the applicable Mortgage Loan Seller’s internal communications
(including such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents
prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client
communications that are privileged communications or constitute legal or other due diligence analyses and credit underwriting
or due diligence analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition
thereof and (ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents
in each Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the applicable Master Servicer
within five (5) Business Days after the Closing Date and shall be held by such Master Servicer on behalf of the Trustee in trust
for the benefit of the Certificateholders (and as Holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of
the related Companion Holder. Such documents and records shall be any documents and records (with the exception of any items excluded
under the immediately preceding sentence) that would otherwise be a part of the Servicing File.


 


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


 


(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 7, 10, 12 and 23 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


 






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notice or make any such required request to the
related franchisor (with a copy of such notice or request to the applicable Master Servicer) within forty-five (45) days of the
Closing Date (or any shorter period if required by the applicable comfort letter), and the applicable Master Servicer shall use
reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire
any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the applicable Master Servicer
is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of
the Closing Date, such Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has
been received.


 


(h)       Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy
(which may be sent by e-mail) to each of the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying
that the electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information
required under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance
with the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


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


 


(j)       Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing
Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced
PSA, and (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date,
in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence,
if any, of the Servicing Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to
change the beneficiary thereon) until the earliest of (i) the Servicing Shift Securitization Date, in which case such amendment
shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan
prior to the Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of
this Section 2.01 and (iii) the earlier 


 






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of (A) 180 days after the Closing Date and (B) any such time as any such letter
of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be effected in accordance with
the terms of this Section 2.01, and (3) on and following the Servicing Shift Securitization Date, the Person selling the
related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in
writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan
documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing the Servicing
Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause
(a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents
related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled
to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related
Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian
photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer,
and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments,
reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for
the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


Section
2.02      Acceptance by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without
notice of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage
File” with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that
it or the Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be
delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all
present and future Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold
such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any
Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may
deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby
be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section
2.02.


 


(b)       Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than
sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor,
the Master Servicers, the Special Servicers, the Directing Certificateholder (so long as no Consultation Termination Event shall
have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with respect to the Directing
Certificateholder), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and
the applicable Mortgage Loan


 






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


 


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


 


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


 






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


 






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


 


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


 


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


 






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


 


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


 


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


 


In
the event that the Depositor, the Trustee, either Special Servicer, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such 15Ga-1 Repurchase Request to the applicable Master Servicer, if relating to a Non-Specially Serviced
Loan, or to the applicable Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following
statement in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of
the Pooling and Servicing Agreement relating to the BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7
requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase
Request by the applicable Master Servicer or the applicable Special Servicer, as applicable, such party shall be deemed to be
the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures
set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue
of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection
with its review of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously



 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(b)       After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s
receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material
Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, the earlier of (x)
discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and (y) receipt of notice
of the Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”),
(A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase
the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase
Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected
Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the
Closing Date) and pay the applicable Master Servicer for deposit into the related Collection Account, any Substitution Shortfall
Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver
to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the
definition of “Mortgage File” by a date not later than eighteen (18) months following the Closing Date, if such Material
Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage
Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such
additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate
to the 17g-5 Information Provider), the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and
(with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder, prior to the occurrence
and continuance of a Consultation Termination Event) the Directing Certificateholder, setting forth the


 






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


 


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


 






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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 related Mortgage Loan Purchase Agreement or this Section
2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such
Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect
as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of
the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.





 


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


 






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


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect
that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the
imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency
Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to


 






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have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii)
the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the absence from
the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of
the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or
a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter
of credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or
an original, if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described
in sub-clauses (ii) through (vi) of this Section 2.03(c)) shall be considered to materially and adversely
affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or
Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect relating to
any Non-Serviced Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section 2.03(c)
shall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice
of such Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable period
after receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered,
in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding
the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance
policy, as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery of the actual
policy of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such
actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the
foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement
and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section
2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document,
and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized as the basis for a claim
of a Material 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.


 






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


 


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


 


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


 


(g)       If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage


 






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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 Enforcing Servicer shall use reasonable
efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking
into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however, that the Enforcing
Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will
not impair the Enforcing Servicer’s collection or recovery of principal, interest and other sums due with respect to the
related Mortgage Loan that would otherwise be payable to the applicable Master Servicer, the applicable Special Servicer, the
Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided, further,
that such Special Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion
in accordance with the Servicing Standard.


 


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


 


(i)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the
remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement
and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection
with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action


 






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will not cause an Adverse REMIC Event and (iii) in connection with such partial
release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage
prepared and executed in connection with such partial release.


 


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


 


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


 


(ii)       In
the event that the Depositor, a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement 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”)
and the Enforcing Servicer shall promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. The Enforcing
Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect
to a PSA Party Repurchase Request.


 






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(iii)          In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Enforcing Servicer from exercising any of their respective rights
related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase
Agreement or as provided by law.


 


(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 Requesting Certificateholder
disagrees with the Proposed Course of Action, the Enforcing Servicer (if it is the Enforcing Party) shall be compelled to follow
the course of action agreed to and/or proposed by the majority of Requesting 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 three (3) Business Days after the expiration of the 30-day response period, tabulate the responses received from
the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses
timely received 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


 






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Initial
Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer
the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course
of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase
Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder (other than the Holder of the RR
Interest) or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the
Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing
Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days 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, 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 as the Enforcing Party shall be the sole party entitled to determine a course of action, including,
but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


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


 






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


 


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


 


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


 


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


 






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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.


 






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


 


(i)            The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (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


 






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agreements
in any way or award remedies not consistent with those agreements. The arbitrator will not have the power to award punitive damages
or consequential damages in any arbitration conducted by them. Interest on any monetary award shall bear interest from the date
of the Final Dispute Resolution Election Notice at the Prime Rate. In its final determination, the arbitrator shall determine
and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration,
and administrative fees) and shall award reasonable attorneys’ fees to the parties to the arbitration as determined by the
arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned decision in writing and counterpart
copies will be promptly delivered to the parties. The final determination of the arbitrator shall be final and non-appealable,
except for actions to confirm or vacate the determination permitted under federal or state law, and may be enforced in any court
of competent jurisdiction.


 


(vii)        By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)       No
person may bring a putative or certificated class action to arbitration.


 


(o)          The
following provisions will apply to both mediation and third-party arbitration:


 


(i)            Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)           If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, 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


 






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other
party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)          In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding
shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation
Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All amounts recovered
by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account.
The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


(v)          In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)         The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it
is required pursuant to Section 2.02(g).


 


(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 additional Trust Fund expenses.


 


Section
2.04     Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee
hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02,
the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan
Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the
Grantor Trust. Concurrently with such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess
Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee
acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee
acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges
the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter,
in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and
the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and
such Certificates, evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R
Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the
Certificate Administrator to issue the Class V Certificates and has caused the Certificate Registrar to execute and cause the
Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby
acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial
ownership of their respective portions of the Grantor Trust.


 


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


 


[End
of Article II]


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


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


 






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


 






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recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans,
and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted
a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion
Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted
a single lender), taking into account the pari passu nature, as applicable, of the related Companion Loan), as determined by such
Master Servicer or such Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration
to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community
mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship that the applicable
Master Servicer, the applicable Special Servicer or any Affiliate of such Master Servicer or such Special Servicer may have with
any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or
any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt
relating to a Mortgage Loan by the applicable Master Servicer, the applicable Special Servicer or any Affiliate of such Master
Servicer or such Special Servicer, as applicable; (iii) the obligation, if any, of the applicable Master Servicer to make Advances;
(iv) the right of the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates
to receive compensation for its services and reimbursement for its costs 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 or Special Servicer 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


 






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


 


(b)          Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicers and the Special Servicers shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each Master Servicer and each Special Servicer, in its own name (or in the name of the


 






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


 






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capacity)) or (ii) take any action
with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


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


 


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


 


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


 


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


 






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Loan
for the benefit of the Certificateholders. The costs and expenses of any modifications to Ground Leases shall be paid by the related
Mortgagor.


 


With
respect to letters of credit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage
File”, (a) within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter
of credit or other applicable Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter
of credit that the applicable Master Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit, and
(b) within sixty (60) days of the Closing Date, the applicable Master Servicer shall present such letter of credit and the related
assignment documentation delivered by the Mortgage Loan Seller in accordance with such subclause of the definition of “Mortgage
File” to the letter of credit bank issuing such letter of credit and request that such letter of credit bank reissue the
letter of credit in the name of (x) in the case of the Mortgage Loans other than the NCB Mortgage Loans, “Wells Fargo Bank,
National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of registered holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7” or (y) in the
case of the NCB Mortgage Loans, “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of registered holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates,
Series 2017-BNK7”. The applicable Master Servicer shall otherwise use reasonable efforts to obtain such reissued letter
of credit back from the issuing letter of credit bank within sixty (60) days (and in any event within ninety (90) days) following
the Closing Date. The related Mortgage Loan Seller shall provide such reasonable cooperation as requested by the General Master
Servicer, including without limitation by delivering such additional assignment or amendment documents required by the issuing
bank in order to reissue a letter of credit as provided above.


 


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


 


Each
Master Servicer acknowledges that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if
such Master Servicer sells its rights to service the


 






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applicable
Mortgage Loan, such Master Servicer shall assign the applicable letter of credit to the Trust or (with respect to any Specially
Serviced Loan) at the direction of the applicable Special Servicer to such party as such Special Servicer may instruct, in each
case at the expense of the applicable Master Servicer. Each Master Servicer shall indemnify the Trust for any loss caused by the
ineffectiveness of such assignment.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and


 






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unpaid
interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(ii)          Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(e)          With
respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such
letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer
may continue to


 






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hold
such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use such funds to reduce
the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the related Mortgage Loan
documents allow such action), unless holding or application of such funds would otherwise be inconsistent with the Mortgage Loan
documents or the Servicing Standard.


 


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


 


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


 






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by
law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the applicable Master
Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing
Account. If allowed by the related Mortgage Loan documents and applicable law, the applicable Master Servicer may charge the related
Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


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


 






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however,
that with respect to the payment of taxes and assessments, the applicable Master Servicer shall not be required to make such advance
until the later of (i) five (5) Business Days after such Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, has received confirmation that such item has not been paid and (ii) the date prior to the
date after which any penalty or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer
shall give the applicable Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic)
notice before the date on which such Master Servicer is requested to make any Servicing Advance with respect to a given Specially
Serviced Loan or REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice
shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis provided, further, that
the applicable Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be
made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate to more than
one Servicing Advance). The applicable Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly
request to the applicable Special Servicer, in which case such Special Servicer shall remit such Servicing Advances to the ultimate
payees. The applicable Special Servicer shall have no obligation to make any Servicing Advances; provided that in an urgent or
emergency situation requiring the making of a Servicing Advance, such Special Servicer may make a Servicing Advance in its sole
discretion. Within five (5) Business Days of making such a Servicing Advance, the applicable Special Servicer shall deliver to
the applicable Master Servicer a request for reimbursement for such Servicing Advance, along with all information and documentation
in such Special Servicer’s possession regarding the subject Servicing Advance as such Master Servicer may reasonably request,
and such Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse such Special Servicer
for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by such Special Servicer pursuant
to the terms hereof), together with interest thereon at the 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


 






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Servicing Advance shall instead be reimbursed to such Special Servicer pursuant to Section
3.05 of this Agreement.


 


Any
request by a Special Servicer that the applicable Master Servicer make a Servicing Advance shall be deemed to be a determination
by such Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and such Master Servicer
and the Trustee shall be entitled to conclusively rely on such determination, provided that the determination shall not
be binding on such Master Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution
Date, the applicable Special Servicer shall report to the applicable Master Servicer if such Special Servicer determines any Servicing
Advance previously made by such Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing
Advance. Such Master Servicer shall be entitled to conclusively rely on such a determination, and such determination shall be
binding upon such Master Servicer, and shall in no way limit the ability of such Master Servicer in the absence of such determination
to make its own determination that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination
that only a portion of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the applicable
Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Servicing Advance is a Nonrecoverable Advance. If the applicable Master Servicer, the applicable Special Servicer
or the Trustee determines that a proposed Servicing Advance with respect to a Serviced Whole Loan, if made, or any outstanding
Servicing Advance with respect to a Serviced Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance,
the Master Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination
within two (2) Business Days of the date of such determination. Any such determination by the applicable Special Servicer that
such Servicing Advance is or would be a Nonrecoverable Servicing Advance shall be binding on the applicable Master Servicer and
the Trustee. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further
as provided in Section 3.05(a). No costs incurred by a Master Servicer or a Special Servicer in effecting the payment of
real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders,
be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding
that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so permit. If a Master Servicer fails to
make any required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual
knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything
herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicers shall consider Unliquidated Advances in respect of prior
Servicing Advances for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation to make any
Servicing Advances under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment
elect (but shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and
REO Loans) to make a payment from amounts on deposit in its Collection Account (or any Companion


 






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


 


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


 






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


 


Section
3.04    The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest
Distribution Account and the Retained Certificate Gain-on-Sale Reserve Account. (a) Each Master Servicer shall establish and
maintain, or cause to be established and maintained, a Collection Account in which such Master Servicer shall deposit or cause
to be deposited on a daily basis and in no event later than the second Business Day following receipt of available and properly
identified funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except
as otherwise specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent
to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable
on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective
designee and other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto, in each case, with respect to the Mortgage Loans for which it acts as Master Servicer:


 


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


 


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


 


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


 


(iv)         all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than


 






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


 


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


 


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


 


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


 


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


 


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


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the applicable
Special Servicer shall remit within one (1) Business Day such amounts to the applicable Master Servicer for deposit into the applicable
Collection Account, in accordance with this Section 3.04(a), provided that to the extent any of the foregoing amounts
are received after 2:00 p.m. (Eastern Time) on any given Business Day, the applicable Special Servicer shall use commercially
reasonable efforts to remit such amounts within


 






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one
(1) Business Day of receipt of such amount, but, in any event, the applicable Special Servicer shall remit such amounts to the
applicable Master Servicer within two (2) Business Days of receipt of such amounts. Any such amounts received by the applicable
Special Servicer with respect to an REO Property shall be deposited by such Special Servicer into its REO Account and remitted
to the applicable Master Servicer for deposit into its Collection Account, pursuant to Section 3.14(c). With respect to
any such amounts paid by check to the order of the applicable Special Servicer, such Special Servicer shall endorse without recourse
or warranty such check to the order of the applicable Master Servicer and shall promptly deliver any such check to such Master
Servicer by overnight courier. Funds in the Collection Accounts may only be invested in Permitted Investments in accordance with
the provisions of Section 3.06. As of the Closing Date, the Collection Account for the General Master Servicer shall be
located at the offices of Wells Fargo Bank, National Association. As of the Closing Date, the Collection Account for the NCB Master
Servicer shall be located at the offices of Wells Fargo Bank, National Association. Each Master Servicer shall give written notice
to the Trustee, the Special Servicers, the Certificate Administrator and the Depositor of the new location of its Collection Account
prior to any change thereof.


 


The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account in trust
for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), (ii) the Upper-Tier REMIC Distribution
Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), and (iii) the
Excess Interest Distribution Account in trust for the benefit of the Holders of the Class V Certificates and the RR Interest.
Each Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein,
for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds attributable to the
Mortgage Loans for which it acts as Master Servicer (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv),
(c), (d) and (e) of the definition of Aggregate Available Funds) for the related Distribution Date and (y) in the
Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Accounts
after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). applicable Collection Account maintained by
the applicable Master Servicer after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance
of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held in the Distribution
Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain uninvested. The Certificate Administrator
shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required to make
the distributions of Excess Interest required by Section 4.01(j) of this Agreement. With respect to the Serviced Companion
Noteholders, the Companion Paying Agent shall establish and maintain the Companion Distribution Account, which may be a subaccount
of the related Collection Account, for distributions to the Serviced Companion Noteholders. Funds in the Companion Distribution
Account shall be held for the benefit of the related Serviced Companion Noteholders. The Companion Paying Agent shall separately
track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such Serviced
Companion Loan.


 






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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(i). With respect to any Serviced Whole Loan, in the event the applicable
Master Servicer has received written notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service
payment on a related Serviced Pari Passu Companion Loan and such Master Servicer subsequently receives Late Collections in respect
of such advanced payment, such Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business
Days following receipt of such Late Collections in properly identified funds, the amount allocable to such Serviced Pari Passu
Companion Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account,
the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account
shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however,
that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but
only if the Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by the
party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution
Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted
Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to
be administered by the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the BANK
2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 as their interests may appear”, or in the name
of any successor trustee, as Trustee for the Holders of the BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series
2017-BNK7 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.


 






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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 2018,
upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters,
the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal
Fee Reserve Account. Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the
invoice, and a subject line reference of “BANK-2017-BNK7- Legal Fee Reserve Account”. The Legal Fee Reserve Account
will not be a part of the Trust Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the
Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon
the depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator
shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate
Administrator shall have no responsibility in connection therewith.


 


The
Certificate Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice
received. On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in
the Legal Fee Reserve Account in accordance with directions provided by the Depositor.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicers and the Depositor of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution
Account, and, if established, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account prior
to any change thereof.


 


For
the avoidance of doubt, the Collection Accounts (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of a Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, the Retained Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve
Account (including interest, if any, earned on the


 






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investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Accounts holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Class V Certificates and the RR Interest; the Companion
Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion
Holders; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account)
will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


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


 


(c)          Following
the distribution of the applicable portions of Excess Interest to Holders of the Class V Certificates and the RR Interest, as
applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their
terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(d)          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 (i) the Non-Retained Percentage of such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve
Account and (ii) the Required Credit Risk Retention Percentage of such funds to the Certificate Administrator for deposit 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.


 






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(e)          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.


 


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


 


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


 


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


 


(ii)          (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the NCB Master 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


 






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pursuant
to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan,
as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether
in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of
REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon,
(B) to pay the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of
each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by such Special Servicer in
connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO
Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the
terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan, as applicable, and then, pro rata and pari passu, from the related Mortgage Loan and any related
Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances) and then out of
general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the applicable Master Servicer,
if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially
Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment
of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage
Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received
on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating
Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay
the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset
Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative
Asset Review Vote;


 


(iii)          to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the applicable Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I
Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts
collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan,
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


 






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Companion
Loans and the AB Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on
deposit in the Collection Accounts; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a
Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter
be entitled to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect
of the Mortgage Loans and REO Properties serviced by such Master Servicer on deposit in its Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (iv) below; and provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


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


 


(v)          to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion 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


 






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collections
is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof
pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties serviced by such Master
Servicer, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage
Loans and REO Properties serviced by such Master Servicer net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related Mortgage
Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances and
provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced
Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from
other funds unrelated to such Serviced Whole Loan on deposit in the Collection Accounts; provided, further, that with respect
to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole
Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected
with respect to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu
Companion Loans and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in the Collection Accounts related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any
related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with
clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit
into the Collection Accounts of all amounts received in connection therewith;


 


(vi)         at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Section 4.03(d) and Section 3.11(b), (b) any unreimbursed Servicing Advances (including
any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above,
to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may
be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(b) or (c) any Nonrecoverable
Advances pursuant to clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other
Servicer as the case 


 






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may
be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest
on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced
Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loan);


 


(vii)        to
reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation
or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition
of Purchase Price;


 


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


 


(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


 






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


 


(x)           to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in its Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to its Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(b);
and (b) to pay the applicable Special Servicer, as additional servicing compensation in accordance with Section 3.11(b),
Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the
extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty
Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees,
Liquidation Fees and Workout Fees) in accordance with Section 3.11(b));


 


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


 


(xii)         to
pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section
6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor 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


 






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Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


 


(xiii)        to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b)Section
3.18(b), 3.18(d), 3.18(i), 3.18(m), Section 5.08(a) and 10.01(f) to the extent payable out
of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in
connection with an amendment to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment is
in furtherance of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated
by Section 3.14(a); provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu
Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan in accordance with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan and any Serviced
Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


 


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


 


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


 


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


 






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Loan(s),
all Periodic Payments due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)       to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)      to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(j);


 


(xix)        [RESERVED];


 


(xx)          so
long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date,
to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection
Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general
funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments
or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses
(i) – (xviii) above;


 


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


 


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


 


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


 


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


 


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


 


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


 






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certificate
of a Servicing Officer of such Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer
or a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which such Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled.
The applicable Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts
stated therein. The applicable Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan and, when appropriate, on a property-by-property basis, for the purpose of justifying any request
for withdrawal from the Collection Account.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer out of general collections that do not specifically relate to a Serviced Whole Loan may
be reimbursable from amounts that would otherwise be payable to the related Companion Loan, as applicable.


 


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


 


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


 


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


 


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


 


(iv)          to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
either Master Servicer or 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


 






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amendment
is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section
13.01(g);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)          [RESERVED].


 


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


 






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3.05(a)(vi) then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the applicable Special Servicer, third to the applicable Master Servicer and then to the Operating Advisor.


 


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


 


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


 


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


 


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


 


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


 


(v)          On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized 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.


 






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


 


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


 


Section
3.06     Investment of Funds in the Collection Account, REO Account and Loss of Value Reserve
Fund. (a) Each Master Servicer may direct any depository institution maintaining its Collection Account, the Companion
Distribution Account, or any Servicing Account (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 the Collection Account, such
Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as applicable,
that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall
have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security
interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held in
the form of a “security entitlement” (within the meaning of 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:


 






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


 


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


 


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


 






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(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 Loan
as to the Directing Certificateholder, with the consent of the Directing Certificateholder, (ii) after the occurrence and
during continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination
Event, after consultation with the Directing Certificateholder, and (iii) with respect to any REO Property and other than
with respect to an Excluded Loan as to the Risk Retention Consultation Party, after consultation with the Risk Retention
Consultation Party (pursuant to Section 6.08(a) or, in each case, with respect to any Serviced AB Whole Loan, prior to
the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the holder of the related AB
Subordinate Companion Loan) and, after consultation by the applicable Special Servicer with the Risk Retention
Consultation Party pursuant to Section 6.08(a) (in the case of the Directing Certificateholder and Risk Retention
Consultation Party, other than with respect to any Excluded Loan as to such party). Such determination shall be made by the
applicable Special Servicer except to the extent that the failure of the related Mortgagor to do so is an Acceptable
Insurance Default as determined by such Master Servicer (with respect to a Non-Specially Serviced Loan) or such Special
Servicer (with respect to a Specially Serviced Loan); provided, however, that if any Mortgage permits the holder thereof to
dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, such Master Servicer or, with
respect to REO Property, such Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance
requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the
Mortgage Loan, provided that, with


 






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respect
to the immediately preceding proviso, a Master Servicer shall be obligated to use efforts consistent with the Servicing Standard
to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar
acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the applicable Master Servicer
(with respect to a Non-specially Serviced Loan) or the applicable Special Servicer (with respect to a Specially Serviced Loan)
(i) unless a Control Termination Event has occurred and is continuing and other than with respect to any Excluded Loan as to the
Directing Certificateholder, with the consent of the Directing Certificateholder, (ii) after the occurrence and during continuance
of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event and other than
with respect to an Excluded Loan as to the Directing Certificateholder, after consultation with the Directing Certificateholder,
(iii) with respect to any Specially Serviced Loan other than an Excluded Loan as to the Risk Retention Consultation Party, after
consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (or, in each case, with respect to
any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the applicable Special
Servicer with the consent of the Serviced AB Whole Loan Controlling Holder) and (iv) other than with respect to any Excluded Loan,
the consent of the Directing Certificateholder, and only in the event the Trustee has an insurable interest therein and such insurance
is available to the applicable Master Servicer or the applicable Special Servicer, as the case may be, and, if available, can
be obtained at commercially reasonable rates. Each Master Servicer and each Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the applicable Special Servicer
as provided in the third-to-last sentence of this paragraph, such Special Servicer shall maintain for each REO Property (other
than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related
Mortgage Loan documents unless such Special Servicer determines ((i) unless a Control Termination Event has occurred and is continuing
and other than with respect to any Excluded Loan as to the Directing Certificateholder, with the consent of the Directing Certificateholder,
(ii) after the occurrence and during continuance of a Control Termination Event, but prior to the occurrence and continuance of
a Consultation Termination Event and other than with respect to an Excluded Loan as to the Directing Certificateholder, after
consultation with the Directing Certificateholder, and (iii) with respect to any Specially Serviced Loan other than an Excluded
Loan as to the applicable Special Servicer, after consultation with the Risk Retention Consultation Party pursuant to Section
6.08(a) (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) that such insurance is not available
at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the applicable Master
Servicer shall be entitled to conclusively rely on such Special Servicer’s determination. All Insurance Policies maintained
by a Master Servicer or a Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the
applicable Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than
any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the applicable
Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name
of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less
than the lesser of (x) the full


 






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replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable,
and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or
REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include
a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the
case of nonpayment, in which case such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject
to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under
applicable law to issue such Insurance Policies. Any amounts collected by a Master Servicer or a Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property
or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions
of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section
3.05(a). Any costs incurred by a Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including
any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by such Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the applicable Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred
by a Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the applicable Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection
Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, no Master Servicer shall be required to maintain, and will not be
in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance was
required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available
at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types
and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires
from time to time in order to protect its interests, the applicable Master Servicer shall, consistent with the Servicing Standard,
(A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain
Additional Exclusions; provided that such Master Servicer shall be entitled to conclusively rely upon certificates of insurance
in determining whether such policies contain


 






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


 


(b)          (i)
If either Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding
any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case
may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the applicable Master Servicer or the applicable Special
Servicer shall, if there shall


 






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not
have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy,
promptly deposit into its Collection Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related
Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent with
the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any Serviced
Companion Loans, the applicable Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. Each Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


 


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


 


(c)          Each
Master Servicer and each Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering
losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions.
Such amount of coverage shall be in such form and amount as are consistent with


 






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the
Servicing Standard. Coverage of the applicable Master Servicer or the applicable Special Servicer under a policy or bond
obtained by an Affiliate of such Master Servicer or such Special Servicer and providing the coverage required by this Section
3.07(c) shall satisfy the requirements of this Section 3.07(c). Each Special Servicer and each Master Servicer
will promptly report in writing to the Trustee any material changes that may occur in their respective fidelity bonds, if
any, and/or their respective errors and omissions insurance policies, as the case may be, and will furnish to the Trustee
copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full
force and effect.


 


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


 


(e)          During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent available at
commercially reasonable rates (as determined by such Special Servicer prior to the occurrence and continuance of a Control Termination
Event, with the consent of the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan
as to such party)) and, with respect to a Specially Serviced Loan and upon request of the Risk Retention Consultation Party within
the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder in accordance with and
to the extent provided in Section 6.08 (in either such case, in accordance with the Servicing Standard), a flood insurance
policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage
not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, amended, plus
such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing
Standard. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of
the related REO 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)           Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the applicable Master
Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A3” by Moody’s, “A-” by Fitch or “A(low)” by DBRS (if then rated
by DBRS), such Master Servicer (or its public parent) or such Special Servicer (or its public parent), as applicable, shall be
allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.


 


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


 


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


 


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


 


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


 


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


 






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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), the applicable Master Servicer or the applicable Special Servicer, as the case may be, prior to consenting
to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), provided, however, that with respect to sub-clauses (y) and (z) of this sub-clause (ii), such
Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is
continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


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


 


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


 






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Serviced
Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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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.


 


Upon
receiving a request for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent
or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan
that is a Non-Specially-Serviced Loan and other than any transfers or assumptions provided for in clause (xiii) of the
definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes
a Master Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition thereof, the applicable Master
Servicer shall promptly forward such request to the applicable Special Servicer and the applicable 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 the applicable Special Servicer
any additional information in the applicable Master Servicer’s possession requested by the applicable Special Servicer relating
to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause. The applicable
Master Servicer shall not be permitted to process any request relating to such consent or waiver with respect to a “due-on-sale”
or “due-on-encumbrance” clause (other than any transfers provided for in clause (xiii) of the definition of
Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master
Servicer Decision pursuant to clause (xiii) or clause (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.


 






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


 


(e)          [RESERVED].


 


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


 


(g)          Notwithstanding
the foregoing, and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions regarding the incurrence
of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee in order to incur
subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain
any consent or approval of, or to consult with, the Directing Certificateholder hereunder (and without the need to obtain a Rating
Agency Confirmation), permit the related Mortgagor to incur subordinate debt if the NCB Subordinate Debt Conditions have been
met; provided that, subject to the related Mortgage Loan documents and applicable law, the NCB Master Servicer shall not
waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related “due-on-encumbrance”
clause under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered
without any expense to the Trust.


 






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


 


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


 






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case
may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser
the cost of which shall be paid by such Master Servicer as a Servicing Advance.


 


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


 


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


 


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


 


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


 


(i)           such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)          there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion 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.


 






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


 


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


 






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Certificateholder,
prior to the occurrence and continuance of a Consultation Termination Event and (B) in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party), in writing of its intention
to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such
notice of the applicable Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder
as required above, the Holders of Certificates entitled to 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 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


 






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Recovery
Determination shall be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator,
the Directing Certificateholder and the Risk Retention Consultation Party (but in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party) and the applicable Master
Servicer and in no event later than the next succeeding P&I Advance Determination Date.


 


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


 


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


 






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


 


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


 


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


 






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


 


Each
Master Servicer shall be entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following
amounts to the extent collected from the related Mortgagor and any related Companion Loan for which it acts as Master Servicer:
(i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that
are Master Servicer Decisions, and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially
Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, then such Master Servicer shall be entitled
to 50% of such Excess Modification Fees, (ii) 100% of all assumption application fees and other similar items received on any
Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the applicable Master Servicer
is processing the underlying transaction and 100% of all defeasance fees (provided that for the avoidance of doubt, any
such defeasance fee shall not include any Modification Fees in connection with a defeasance that the applicable Special Servicer
is entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other
than assumption application and defeasance fees) 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, and for any matter for a Mortgage
Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a
Special Servicer Decision, then such Master Servicer shall be entitled to 50% of such assumption, waiver, consent and earnout
fees and other similar fees. In addition, the applicable Master Servicer shall be entitled to charge and retain as additional
servicing compensation (other than with respect to any Non-Serviced Mortgage Loan 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(b), the applicable Master Servicer shall also be entitled
to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii)
interest or other income earned on deposits relating to the Trust Fund in its Collection Account or the Companion Distribution
Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date


 






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related
to the current Distribution Date), (iii) interest or other income earned on deposits in its Servicing Accounts which are not required
by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment
Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan,
during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The applicable Master
Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for
any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses
are not payable directly out of its Collection Account and the applicable Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


Notwithstanding
anything 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


 






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obligations
under this Agreement. The Special Servicers shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced
Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


(v)          50%
of all Excess Modification Fees and assumption, waiver, consent and earnout and other similar fees (other than assumption application
fees and defeasance fees) pursuant to Section 3.08 or Section 3.18 received with respect to any Mortgage Loans (other
than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s)) that are Non-Specially Serviced
Loans to the extent that the matter involves a Major Decision or a Special Servicer Decision,


 


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


 






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Excess Modification Fee Amount received
by the applicable Special Servicer; provided, further, however, that in the event the Workout Fee collected
over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer
shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including
any related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect
to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess Modification
Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan
again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially
Serviced Loan again becomes a Corrected Loan. The Special Servicers shall not be entitled to any Workout Fee with respect to a
Non-Serviced Mortgage Loan. If the applicable Special Servicer is terminated (other than for cause) or resigns, it shall retain
the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected
Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected
Loan subsequently becomes a Specially Serviced Loan. If the applicable Special Servicer resigns or is terminated (other than for
cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer
had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated
by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was
terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three (3) consecutive timely
Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three (3) consecutive
timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The applicable
Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable
with respect to (a) 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 and (b) each Mortgaged Loan repurchased by a Mortgage Loan Seller or for which a Loss of Value Payment was paid, in each
case, subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation
Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received
with respect to any Corrected Loan and the applicable Special Servicer is properly entitled to a Workout Fee, such Workout Fee
will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute
principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, a Special Servicer shall only
be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding
the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be
computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers
to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion
Loan were a Mortgage Loan. Subject to Section 3.11(b), each Special Servicer will also be entitled to additional fees in
the form of Penalty Charges. The applicable Special Servicer shall be required to pay out of its own funds


 






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all expenses incurred
by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than
management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are
not expressly payable directly out of the Collection Account or the REO Account, and the applicable Special Servicer shall not
be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


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


 


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


 






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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 applicable 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 the applicable Master Servicer and the applicable Special Servicer based
on the respective portions of such Penalty Charge to which each would otherwise have been entitled. If a 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 the applicable Master Servicer and the applicable Special Servicer based on the respective portions
of such Penalty Charge to which each would otherwise have been entitled. Notwithstanding the foregoing or anything else herein
to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor
Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this
Section 3.11(b).


 


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


 


(e)          With
respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master Servicer
within two (2) Business Days following the Determination Date, and such Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML,
Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable


 






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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 is acting as Master Servicer with a Stated Principal Balance of (i) $2,000,000 or more at least
once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case,
commencing in the calendar year 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 expense of the Trust, and, to the extent not paid by the related Mortgagor,
reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the applicable
Collection Account pursuant to Section 3.05(a)(ii), provided that, in the case of such reimbursement relating to a
Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement, with
respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu
Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB


 






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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 Loan (as to the Directing Certificateholder) that is a Specially Serviced Loan).
Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the applicable Special Servicer
or the applicable Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report
prepared by such Special Servicer and such Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website for review by NRSROs (including Rating Agencies) that are Privileged Persons. In respect
of any Mortgage Loan other than an Excluded Loan (as to the Directing Certificateholder) that is a Specially Serviced Loan and
prior to the occurrence of a Consultation Termination Event, the applicable Master Servicer shall deliver or make available a
copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which
request may state that such items may be delivered until further notice).


 


(b)          Each
Special Servicer, in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially Serviced
Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor under the Mortgage Loans for which
it acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements,
budgets, rent rolls (or, with respect to residential cooperative properties, maintenance schedules) and sales reports of the related
Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items
is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered
under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the
terms of the related Mortgage Loan documents. The applicable Master Servicer and the applicable Special Servicer shall not be
required to request such operating statements or rent rolls (or, with respect to residential cooperative properties, maintenance
schedules) more than once if the related Mortgagor


 






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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 copies of all the foregoing items so collected to the Trustee, the Certificate
Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of
its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2019. Upon
the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the applicable Master Servicer or
the applicable Special Servicer, as the case may be, shall deliver 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 or any portion of 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 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 that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable,
shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO
Property:


 


(i)           Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending March 31, 2018, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year
will not be required to the extent provided in then-current applicable CREFC® guidelines (it being understood that
as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the
first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property
or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) is on the CREFC® Servicer Watch List). The applicable Master Servicer (with respect to Non-Specially-Serviced
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.


 






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(ii)          Within
forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is in the form
of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2018, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents
to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to
“normalize” the full year net operating income and debt service coverage numbers used by the applicable Master Servicer
in preparing the CREFC® Comparative Financial Status Report. The applicable Master Servicer (with respect to Non-Specially-Serviced
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 residential cooperative properties, maintenance schedules)
(in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan), 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 Loans) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer in an electronic
format, reasonably acceptable to the applicable Master Servicer as of the Business Day preceding such Determination Date, which
CREFC® Special Servicer Loan File shall include data, to enable the applicable Master Servicer to produce the following
supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report,
(iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and
a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating
statements and rent rolls (or, with respect to residential cooperative properties, maintenance schedules) submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning October 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


 






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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 August 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 October 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.


 


Not
later than two (2) Business Days prior to each P&I Advance Date, the NCB Master Servicer shall deliver to the General Master
Servicer an NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File in both EDGAR-Compatible Format
and Excel format; provided, however, that the NCB Master Servicer shall have no obligation to prepare or deliver
such NCB CREFC® Schedule AL File unless the NCB Master Servicer receives the Initial Schedule AL File from the
Depositor pursuant to Section 2.01(i). If the General Master Servicer does not receive such NCB CREFC® Schedule
AL File from the NCB Master Servicer by two (2) Business Days prior to the related P&I Advance Date, it shall immediately
request such NCB CREFC® Schedule AL File from the NCB Master Servicer via email at BANK2017BNK7@ncb.com and send a
copy of such request to the Depositor via email at CRRCompliance@wellsfargo.com. In preparing the NCB CREFC®
Schedule AL File and any NCB Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation
or verification, the NCB Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness
and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus. The NCB CREFC® Schedule AL File and
the NCB Schedule AL Additional File delivered by the NCB Master Servicer shall each be a single file.


 


Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning October 2017, the General Master Servicer shall
deliver to the Certificate Administrator a CREFC® Schedule AL File and may deliver to the Certificate Administrator
a Schedule AL Additional File, each covering all of the Mortgage Loans (which CREFC® Schedule AL File and Schedule
AL Additional File shall include the information contained in the NCB CREFC® Schedule AL File and any NCB Schedule
AL Additional File, respectively, delivered to the General Master Servicer by the NCB Master Servicer for such Distribution Date
pursuant to the immediately preceding paragraph), and each in both EDGAR-Compatible Format and Excel


 






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format;
provided, however, that the General Master Servicer shall have no obligation to prepare or deliver the CREFC®
Schedule AL File for any given Distribution Date unless the General Master Servicer receives the Initial Schedule AL File
from the Depositor pursuant to Section 2.01(i) and the NCB CREFC® Schedule AL File for such Distribution
Date pursuant to the immediately preceding paragraph. If the Certificate Administrator does not receive the CREFC®
Schedule AL File from the General Master Servicer by 5:00 p.m. (New York City time) on the P&I Advance Date, it shall request
the CREFC® Schedule AL File from the General Master Servicer via email at ssreports@wellsfargo.com and send
a copy of such request to the Depositor via email at CRRCompliance@wellsfargo.com. In preparing the CREFC®
Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation
or verification, the General Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness
and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus and the NCB CREFC® Schedule AL File
and any NCB Schedule AL Additional File delivered to the General Master Servicer by the NCB Master Servicer for such Distribution
Date pursuant to the immediately preceding paragraph. The CREFC® Schedule AL File and the Schedule AL Additional
File delivered by the General Master Servicer shall each be a single file. The Certificate Administrator shall not be required
to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files provided or prepared by or on behalf
of either or both Master Servicers. The Certificate Administrator shall not be required to review, redact, reconcile, edit or
verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule
AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any CREFC®
Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


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


 


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


 






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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).


 


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


 


Notwithstanding
anything to the contrary in the foregoing, each Master Servicer and each Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the applicable Master Servicer or the applicable Special Servicer, as the case may be. The applicable Master Servicer or the
applicable Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure
due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.


 


Section
3.13     Access to Certain Information. (a) Each Master Servicer and Special Servicer shall
provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to
any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC,
the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners
of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may
exercise authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any
documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a
Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which
may be required by applicable law. At the election of the applicable Master Servicer, the applicable Special Servicer or the
Certificate Administrator, such access may


 






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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 by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form
of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided
through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold access to confidential
information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File
for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage
Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement
to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed
by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that such Master Servicer or such
Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing
Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver
of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality
of the foregoing, a Master Servicer or a Special Servicer may refrain from disclosing information that it reasonably determines
would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular
Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or
make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion
Loan, as applicable, copies of any appraisals, operating statements, rent rolls (or, with respect to residential cooperative properties,
maintenance schedules) and financial statements (in each case, solely relating to the related


 






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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 such party to comply
with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicers and the Certificate
Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage
Files or Diligence Files.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)           The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)         the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          the
CREFC® Loan Setup File provided by each applicable Master Servicer to the Certificate Administrator;


 






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(ii)          the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)         any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)          The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)         all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)          all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)          The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)         summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)          the
CREFC® Appraisal Reduction Template;


 


(v)          The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)          any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)          any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 






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(C)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)          any
notice of the occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered
pursuant to Section 7.01;


 


(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)          any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)         any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)          any
notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03;


 


(K)          any
notice of termination pursuant to Section 9.01;


 


(L)          any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j)
or Section 12.03, respectively;


 


(M)        any
notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)         any
notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)         any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated;


 






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(P)          any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)         any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)         any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)          any
attestation reports delivered to the Certificate Administrator;


 


(T)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)         any
notice or documents provided to the Certificate Administrator by the Depositor or a Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(V)         any
Proposed Course of Action Notice;


 


(vi)         the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)        solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)       the
“Risk Retention Special Notices” tab relating to any notices as to ongoing compliance by each Retaining Party with
the retention and hedging covenants in any agreement between the Retaining Parties and the Retaining Sponsor in respect of compliance
with credit risk retention regulations;


 


provided
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to
the existence of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence
and continuance of such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and
on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports
related to the Mortgage Loans available through its Internet website.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described in clause (viii) above, provide e-mail notification to any Privileged Person (other than certain financial
market information providers under this agreement) that has registered to receive access to the Certificate Administrator’s
Website that a notice has been posted to the “Risk Retention Special Notices” tab.


 






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In
the event that Wells Fargo Bank, National Association in its capacity as the Retaining Sponsor determines that any Retaining Party
no longer complies with the provisions of the Risk Retention Rule, the Retaining Sponsor will be required to send a written notice
of such non-compliance to the Certificate Administrator who will post such notice on its website under the “Risk Retention
Special Notices” tab.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the applicable Master
Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form
(or, solely with respect to the applicable Master Servicer, in electronic form) of an investor certification substantially in
the form of Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor certification
substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class
Loans (unless a loan-by-the applicable loan segregation is later performed by the Certificate Administrator in which case such
access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D in physical form (or, solely with respect to the applicable Master Servicer, in electronic
form) hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is an
Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder
or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of
the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder
with respect to the Excluded Controlling


 






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Class
Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit
P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate
Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website
as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been
restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit
P-1D in physical form (or, solely with respect to the applicable Master Servicer, in electronic form) to access the information
on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to
access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loan(s)) made available on the Certificate Administrator’s Website. With respect to any Excluded Information
sent for posting on the Certificate Administrator’s Website, each of the applicable Master Servicer, the applicable Special
Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery
to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website
such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage
Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the applicable Master Servicer,
the applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor or the
Certificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded
Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s
Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.32.


 


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


 






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(i)
will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded
Controlling Class Holder, (C) any employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder
or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property
or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party,
and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the
obligations described in clause (i) above.


 


To
the extent the Risk Retention Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any
information solely related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset
Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted
by a Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate
Administrator regarding such Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations
delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Trustee, a Master Servicer or a Special Servicer, supporting any determination that any Advance was (or, if made, would be) a
Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such
information, such Risk Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such
Risk Retention Consultation Party or Holder of an RR Interest or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above. For the avoidance
of doubt, (i) any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP)
(other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered information
that is aggregated with information of other Mortgage Loans at a pool level and (ii) the covenants and restrictions in this paragraph
are not applicable to Wells Fargo Bank, National Association, acting in its capacity as Master Servicer or Certificate Administrator.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status 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.


 






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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-BNK7” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           any
notices of waivers under Section 3.08(d);


 


(ii)          any
Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)          any
notice of final payment on the Certificates;


 


(iv)          any
environmental reports delivered by the applicable Special Servicer under Section 3.09(c);


 


(v)          any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)         any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section
11.10;


 


(vii)        any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)       any
notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(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;


 






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(xii)         any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)        any
notice of a Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant to Section
7.01;


 


(xiv)        any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)         any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)        any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee regarding any of
the information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for
a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage
Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this
Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the
Rating Agency with whom the communication was held pursuant to Section 3.13(g);


 


(xviii)      any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 


(xix)         any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City
time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The
17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5
Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator
and the 17g-5 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


 






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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-BNK7” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information
Provider under this Agreement that such information, report, notice or document was received and that it has been posted. The
Master Servicers and the Special Servicers may, but shall not be obligated to send such information, report, notice or document
to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information
Provider. The 17g-5 Information Provider shall notify-each Person that has signed-up for access to the 17g-5 Information Provider’s
Website and such notice shall specifically identify such document in the subject line or otherwise in the body of the email notice.
The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person
for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general
email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form
of Exhibit P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2017-BNK7”
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.


 






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(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
Master Servicer and each Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each Master Servicer and each Special Servicer shall be
entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x)
an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the applicable Master Servicer’s or the 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


 






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providing
access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the
form of confidentiality agreement used by the applicable Master Servicer or the applicable Special Servicer, as applicable, shall
be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person
is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information
(x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership
interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or
interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for
use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further
dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicers nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicers nor the Special Servicers shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the applicable Master Servicer or the applicable Special Servicer,
as the case may be.


 


(g)          The
Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)          The
Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance of a Control 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.


 






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(i)          None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to
(i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the applicable Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the
applicable Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating
Agency’s or NRSRO’s evaluation of the applicable Master Servicer’s, the Operating Advisor, the Asset Representations
Reviewer’s or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided that
such Master Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall
not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with
such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are
redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5
Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in undertaking
credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered
under this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach
of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s
Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to this Section
3.13(i).


 


(j)          The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto
shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account. (a) If title to any Mortgaged Property is
acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO
Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or
regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on
behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced
Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section
3.14. Each Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall
sell any REO Property prior to the close of the third calendar year following the year in which the Trust acquires ownership
of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of
the Code, unless such Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days
prior to the close of the third calendar year in which it acquired ownership (or the period provided in then-applicable REMIC
Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service
to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of


 






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Counsel,
addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent
to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event.
If the applicable Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding
sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, such Special Servicer
shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may be. Any expense incurred by such Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, shall be an expense of the Trust payable out of the Collection Accounts pursuant to Section 3.05(a).


 


(b)          Each
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish and
maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable,
on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the
Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the REO Account, within
two (2) Business Days after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The applicable Special Servicer shall give notice to the Trustee, the Certificate Administrator, and
the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account
prior to any change thereof.


 


(c)          The
applicable Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day
preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall withdraw from the REO Account and remit
to the applicable Master Servicer, which shall deposit into the applicable Collection Account (or the Companion Distribution Account,
as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection
Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings
on amounts on deposit in the REO Account; provided, however, that such Special Servicer may retain in such REO Account, in accordance
with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the 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


 






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Special
Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date)
for the related Distribution Date.


 


(d)          The
applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15     Management of REO Property. (a) If title to any REO Property is acquired, the
applicable Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced
Mortgaged Property) for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of
the Lower-Tier Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause
such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the
Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the
foregoing, however, the applicable Special Servicer shall have full power and authority to do any and all things in
connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each
Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as
a collective whole (taking into account the pari passu nature of any Companion Loan, as the case may be) (as
determined by the applicable Special Servicer in its reasonable judgment in accordance with the Servicing Standard).
Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for
all purposes of this Section 3.15. Subject to this Section 3.15, the applicable Special Servicer may allow the
Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from
foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in
the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis
as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith,
the applicable Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2)
Business Days following receipt of such properly identified funds) in the applicable REO Account all revenues received by it
with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts
on deposit therein with respect to such REO Property, funds necessary for the proper operation, management, leasing and
maintenance of such REO Property, including, without limitation:


 


(i)           all
insurance premiums due and payable in respect of such REO Property;


 


(ii)          all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(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.


 






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To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the applicable Master Servicer (subject to receiving notice
from the applicable Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from
its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to
the Trustee, the applicable Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder
(with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder, and prior to the
occurrence and continuance of a Consultation Termination Event) such advances would, if made, constitute Nonrecoverable Servicing
Advances.


 


(b)          Without
limiting the generality of the foregoing, no Special Servicer shall:


 


(i)           permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the applicable Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the applicable
Master Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit
of the Trust, in which case the applicable Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)          Each
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)           the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(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;


 






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(iii)         any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the
applicable Special Servicer upon receipt;


 


(iv)         none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)         each
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


Each
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the applicable Special Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)          When
and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the applicable Master Servicer
a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Section 3.15(a) and Section 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a
Defaulted Loan has become a Specially Serviced Loan, the applicable Special Servicer shall order (but shall not be required
to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such
Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the applicable Special Servicer is then
in the process of obtaining an Appraisal with respect to the related Mortgaged Property, such Special Servicer shall make its
fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of
such an Appraisal. The applicable Special Servicer may, from time to time, adjust its fair value determination based upon
changed circumstances, new information and other relevant factors, in each instance in accordance with a review of such
circumstances and new information in accordance with the Servicing Standard including, without limitation, the period and
amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy;
provided that the applicable Special Servicer shall promptly notify the applicable Master Servicer in writing of the initial
fair value determination and any adjustment to its fair value determination.


 


(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


 



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respect to a Non-Specially Serviced Loan) shall promptly
notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to
purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)         If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced
Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold
together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special Servicer will be entitled
to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and (ii) after consulting with the Risk Retention Consultation Party pursuant to Section 6.08(a), in each case, provided
such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in
accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders and, subject
to the terms of the related Intercreditor Agreement (and provided that the related Non-Serviced Special Servicer will not be entitled
to a liquidation fee), the applicable Special Servicer will be entitled to the liquidation fee that the related Non-Serviced Special
Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage Loan. Each Special Servicer
is required to give the Trustee, the Certificate Administrator, the applicable Master Servicer, the Operating Advisor and the
Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the
Risk Retention Consultation Party, other than in respect of any Excluded Loan as to such party) not less than ten (10) days’
prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase
Price, the applicable Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the first cash offer
received from any Person that constitutes a fair price for the Defaulted Loan.


 


(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


 



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Servicer to be a fair price for such Specially Serviced Loan, if the offeror
is a Person other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan, the applicable Special Servicer shall take into account (in addition to the results of any
Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months),
among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and
the state of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the
Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or
greater than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at
least two other offers are received from independent third parties. In determining whether any offer received from an Interested
Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of
such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month
period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of
any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the applicable Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee will
not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to
use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          The
applicable Special Servicer will not be obligated to accept the highest offer if the applicable Special Servicer determines (in
consultation with the Directing Certificateholder and the Risk Retention Consultation Party, subject to the limitations on consultation
set forth in and in accordance with Section 6.08(a)


 






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 (in each case, unless a Consultation Termination Event shall have occurred
and be continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case
of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with
the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer
would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender). In addition, the applicable Special Servicer may accept a lower offer
from any Person other than an Affiliate of such Special Servicer if it determines, in accordance with the Servicing Standard,
that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of
a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole,
as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender) (for example, if the
prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer
making the lower offer are more favorable); provided that the offeror is not the applicable Special Servicer or a Person that
is an Affiliate of such Special Servicer. The applicable Special Servicer shall use reasonable efforts to sell all Defaulted Loans
prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair
value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than
the related Appraisal.


 


(v)          Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the applicable Special Servicer shall pursue
such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the applicable Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and
the REMIC Provisions.


 


(b)          (i)
The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole
Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan).
The applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such
sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the
applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the applicable Master Servicer,
each Companion Holder, the Certificate Administrator, the Directing Certificateholder and the Risk Retention Consultation Party
((A) in the case of the Directing Certificateholder and the Risk Retention Consultation Party, in respect of any Mortgage Loan
other than an Excluded Loan as to such party and (B) in the case of the Directing Certificateholder, prior to the occurrence and
continuance of a Consultation Termination Event) not less than ten (10) days’ prior written notice of the Purchase Price
and its intention to (i) purchase any REO


 






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Property at the Purchase Price therefor or (ii) sell any REO Property, in which case
such Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal
to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the applicable
Master Servicer, an Affiliate of the applicable Master Servicer, the applicable Special Servicer or an Affiliate of such Special
Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and may retain from
the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent
broker pursuant to a brokerage agreement entered into at arm’s length.


 


(ii)          In
the absence of any such offer as set forth in sub-clause (A) above, the applicable Special Servicer shall, subject
to sub-clause (C) below, accept the highest offer for such REO Property received from any Person that is determined to
be a fair price (1) by such Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the
Trustee, if the highest offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than
the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to
the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received
and (B) at least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property
pursuant hereto.


 


(iii)         The
Special Servicers shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a
collective whole (taking into account the pari passu nature of any Serviced Companion Loans). In addition, such Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
and in either case, as a collective whole (taking into account the pari passu nature of any Serviced Companion Loans) (for
example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the
prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special Servicer
or a Person that is an Affiliate of such Special Servicer.


 


(iv)         In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment


 






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from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance
but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the applicable
Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert
in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of
such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(v)          Subject
to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the
terms of this Agreement, none of the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the
Operating Advisor or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if
applicable) with respect to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)          Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the applicable Special
Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall
require that all offers be submitted to such Special Servicer in writing. To the extent a determination is required to be made
hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by
the 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


 






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any amendments to such bid packages) received by the
applicable Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date,
a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably
requested by the holder of the related Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable
period of time (but no less time than is afforded to other offerors and the Directing Certificateholder and the Risk Retention
Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors and
all leases or other documents that are approved by the applicable Master Servicer or the applicable Special Servicer in connection
with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted
to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not
be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder
of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to
the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair
price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely
conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the
offering Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance
but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person.


 


(e)          (i)
Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant to
the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the
related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority
over any provision described in this Section 3.16 as 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.


 






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(f)          Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)          In
the event the applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf
of the Trust pursuant to the related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer shall exercise
such right.


 


Section
3.17     Additional Obligations of Master Servicers and Special Servicers. (a) Each Master
Servicer shall deliver all Compensating Interest Payments with respect to the Mortgage Loans for which it acts as Master
Servicer (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to
the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor. Each Master Servicer shall deliver the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution
Account on each P&I Advance Date, without any right of reimbursement therefor.


 


(b)          Each
Master Servicer or each Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Accounts
and available for distribution on the next Distribution Date, the applicable Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on then-current Determination Date,
for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage
Loan other than an Excluded Loan with respect to the Directing Certificateholder, any such deferral exceeding six (6) months shall
require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder),
and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the applicable
Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with
respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together
with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject,
again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall
again be payable first from principal collections as described above prior to payment from other collections). In connection
with a potential election by the applicable Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the Collection Period for any Distribution Date, the applicable Master Servicer or the Trustee
shall further be authorized to wait for principal collections on the Mortgage Loans serviced by such Master


 






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Servicer to be received
until the end of such Collection Period before making its determination of whether to refrain from the reimbursement of a particular
Nonrecoverable Advance or portion thereof; provided, however, that if, at any time the applicable Master Servicer or the Trustee,
as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the
reimbursement of a Nonrecoverable Advance during a Collection Period will exceed the full amount of the principal portion of general
collections on or in respect of Mortgage Loans deposited in the applicable Collection Account for such Distribution Date, then
such Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen
(15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section
3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the applicable Master
Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice
could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the applicable Master Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) in the case of a Master Servicer, it has not timely received from the Trustee information
required by such Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances
described in clause (i), (ii) or (iii) of the foregoing sentence apply, the applicable Master Servicer or
Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement as soon
as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second preceding
sentence shall in no way affect the applicable Master Servicer’s or the Trustee’s election whether to refrain from
obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the applicable Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent
of any principal collections then available in the applicable Collection Account pursuant to Section 3.05(a)(v). The applicable
Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from
any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.17(c) or to comply with the
terms of this Section 3.17(c) and the other provisions of this Agreement that apply once such an election, if any, has
been made; provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so,
benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the applicable Master
Servicer or the applicable Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect
to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any
contractual obligation hereunder. If the applicable Master Servicer or the Trustee, as the case may be, determines, in its sole
discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then such Master
Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest
thereon at the Reimbursement Rate from all amounts in the applicable Collection Account for such Distribution Date (deemed first
from principal and then


 






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 interest). Any such election by any such party to refrain from reimbursing itself or obtaining
reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit
the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement
of such Nonrecoverable Advance. The applicable Master Servicer’s or the Trustee’s, as the case may be, agreement to
defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall
not be construed as an obligation on the part of such Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over such Master
Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued
interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances
shall be deemed to be in accordance with the Servicing Standard and none of the applicable Master Servicer, the Trustee or the
other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion
Holders for any such election that such party makes as contemplated by this Section 3.17(c) or for any losses, damages
or other adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation
of the Servicing Standard or any duty under this Agreement. Neither the applicable Master Servicer nor the Trustee shall have
any liability whatsoever for making an election, or refraining from making an election, that is authorized under this Section
3.17(c).


 


No
determination by a Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances
and/or interest thereon under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such
reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider
a copy of any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior 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


 






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such modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18     Modifications, Waivers, Amendments and Consents. (a) The applicable Special
Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such
matters that involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion
Loan) that are not Specially Serviced Loans, and the applicable Master Servicer shall process waivers, modifications,
amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer
Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section
3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m), and Section 6.08, but subject to
any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion
Holder, as applicable, to advise or consult with the 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 Specially Serviced Mortgage Loan and/or related
Companion Loan if such modification, waiver or amendment would constitute a Major Decision without (x) (i) prior to the
occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan
with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having
been obtained by the applicable Special Servicer to the extent required by, and pursuant to the process described under, Section
6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and
continuance of a Consultation Termination Event, the applicable Special Servicer having consulted with the Directing
Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that
no extension entered into pursuant to this Section 3.18(a) shall (x) 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, or (y) provide for the deferral of interest unless interest accrues on the
Mortgage Loan or any Serviced Whole Loan, generally, at the related Mortgage Rate. If such extension would extend the
Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the
original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion
Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the
applicable Special Servicer shall provide the Trustee, the Certificate Administrator, the applicable Master Servicer, the
Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing
Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation
Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an
Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if
not required or permitted to be paid by the Mortgagor,


 






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to be paid as an expense of the
Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification”
of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject
to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect
to any Excluded Loan with respect to the Directing Certificateholder, the applicable Special Servicer shall obtain the consent
(or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded
Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence
and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with
respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination
Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult
with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a).


 


Additionally,
the applicable Special Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan
that would constitute a Special Servicer Decision under any of clauses (iv), (v), (vi) and (vii) of the definition
of “Special Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other
than with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented
in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”,
five (5) 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 (or five (5) Business Day, as applicable)
period, then the Directing Certificateholder will be deemed to have approved such action) or (y) (i) after the occurrence and
during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the
Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the applicable Special
Servicer having consulted with the Directing Certificateholder. In the event the applicable Special Servicer receives no response
from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (vii) of the definition
of “Special Servicer Decision”, five (5) 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, as applicable, on the
specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall
not relieve the applicable Special Servicer from consulting with the Directing Certificateholder on any future matters with respect
to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder)
or Serviced Whole Loan.


 


Except
as otherwise described in this Agreement, prior to the occurrence and continuance of a Control Termination Event, the applicable
Special Servicer will only be permitted to take any of the Special Servicer Decisions in clauses (iv), (v), (vi) and (vii) of
the definition of


 






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“Special Servicer Decision” as to which the Directing Certificateholder has consented in writing
within ten (10) business days (or, with respect to clause (vii) of the definition of “Special Servicer Decision”,
five (5) business days) after 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 Special Servicer in order to grant or
withhold such consent (provided that if such written consent has not been received by such Special Servicer within such
10 business day (or five (5) business day) period, the Directing Certificateholder will be deemed to have approved such action).


 


Notwithstanding
the foregoing, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to,
or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the applicable
Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer or the Directing
Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in
order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent
with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the applicable
Master Servicer nor the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof)
for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in
default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect
thereto is not reasonably foreseeable unless (i) the applicable Master Servicer or the applicable Special Servicer, as the case
may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing
Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event (and the applicable Master Servicer or the applicable Special Servicer, as the case may be, may obtain
and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by 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 Special Servicer Decision or Major
Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the applicable Master Servicer shall promptly
forward such


 






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request to the applicable Special Servicer and the applicable Special Servicer shall process such request (including,
without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the applicable Master Servicer
shall have no further obligation with respect to such request or the Major Decision or Special Servicer Decision. The applicable
Master Servicer will deliver to the applicable Special Servicer any additional information in the applicable Master Servicer’s
possession requested by the applicable Special Servicer relating to such Major Decision. The applicable Master Servicer shall
not be permitted to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the
Mortgagor or provide a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision.


 


(b)          If,
and only 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 the applicable Special Servicer), is reasonably likely
to produce a greater (or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related
Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan,
than liquidation of such Specially Serviced Loan, then the applicable Special Servicer may agree to a modification, waiver or
amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(a) and Section 3.18(c),
(y) with respect to such Specially Serviced Loan (a) with respect to any Mortgage Loan other than an Excluded Loan with respect
to the Directing Certificateholder, prior to the occurrence and continuance of a 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, and (b) with respect to a modification, waiver or amendment that constitutes a Major Decision with respect
to any such Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, upon consultation
with the Risk Retention Consultation Party as provided in Section 6.08, and (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


 






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Section 1.860G-2(b) or otherwise cause an
Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing
Certificateholder (regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed
Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with
the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such
Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Mortgage Loan documents require the applicable Master Servicer or the applicable Special Servicer, as the case may
be, to calculate (or to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged
Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or
Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then
permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by an
appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio as calculated is greater than 125%, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall require payment of principal by a “qualified amount”
as determined under Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of 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 an applicable Mortgage Loan to fully
amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of
any Specially Serviced Loan for which it acts as Special Servicer if such modification, waiver or amendment would (1) extend the
maturity date of any such Specially Serviced Loan to a date occurring later than the earlier of (a) five (5) years prior to the
Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold estate and
not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing Standard
giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of a Control
Termination Event, with the consent of the Directing Certificateholder and (B) to the extent such modification, waiver or amendment
constitutes a Major Decision, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a),
(in each case, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), ten (10) years prior to
the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the
related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced
Whole Loan generally at the related Mortgage Rate.


 






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(c)          Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by the applicable Master Servicer or the applicable Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction
with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount
thereof is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver
or amendment to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section
1.860G-2(b).


 


(d)          To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the applicable Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18
if such matter constitutes a Master Servicer Decision) or the applicable Special Servicer (as provided in Section 3.08(a),
Section 3.08(b) and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or
a Special Servicer Decision or relates to a Specially Serviced Loan) may, consistent with the Servicing Standard, agree to any
waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default
is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause
an Adverse REMIC Event. In making this determination, the applicable Master Servicer or the applicable 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 the applicable Master Servicer’s or the applicable Special Servicer’s, as
the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion
Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the applicable Master Servicer or the
applicable 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).


 






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(f)          All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature
is required by the applicable Special Servicer in accordance with the Servicing Standard).


 


(g)          With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18,
the applicable Special Servicer shall notify the applicable Master Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing
Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, other than
following the occurrence and continuance of a Consultation Termination Event, and in the case of the Directing
Certificateholder or the Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party),
the applicable Companion Holder (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control
Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the
applicable Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or the Risk Retention
Consultation Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in
each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or
amended and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and
executed) for which it is responsible for processing pursuant to Section 3.18, the applicable Master Servicer shall
provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the
applicable Special Servicer (and the applicable Special Servicer shall forward such notice to the Directing
Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, only prior to
the occurrence and continuance of a Consultation Termination Event and in the case of the Directing Certificateholder or the
Risk Retention Consultation Party, other than with respect to an Excluded Loan as to such party), the applicable Companion
Holder (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if
applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the applicable Master Servicer
or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or Risk Retention Consultation Party) and the 17g-5
Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy to the
applicable Master Servicer (if such notice is being delivered by the applicable Special Servicer) for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in
any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if
any. Following receipt of the applicable Master Servicer’s or the applicable Special Servicer’s, as the case may
be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate
Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R or Class V Certificates).
With respect to any modification, waiver or consent that is a Master Servicer Decision pursuant to clause (iv) of the
definition of “Master Servicer Decision”, if the related lease affects an area greater than or equal


 






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to
10% of net rentable area of the related Mortgaged Property and less 30% of net rentable area of the related Mortgaged Property,
the applicable Master Servicer shall deliver to the applicable Special Servicer a copy of the approved lease. With respect to
any modification, waiver or consent that is a Master Servicer Decision pursuant to (vii) of the definition of “Master
Servicer Decision”, the applicable Master Servicer shall deliver to the applicable Special Servicer a copy of the approved
annual budget. 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 the applicable Special Servicer processes such modification, waiver
or consent pursuant to Section 3.18(a)) or the applicable Master Servicer (if the applicable Master Servicer processes
such modification, waiver or consent pursuant to Sections 3.18(a) and (m) shall, on or before the later of (i) 3:00
p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following the applicable Master Servicer
or the applicable Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional debt or
mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit JJ,
to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto as Exhibit DD.
The notice contemplated in the preceding sentence shall set forth, to the extent the applicable Special Servicer or the applicable
Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information, (1) the amount of
additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the
basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan
and additional debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to include such
information set forth above, in a manner reasonably acceptable to the applicable Master Servicer, the applicable Special Servicer
and the Certificate Administrator, as applicable, and the applicable Master Servicer confirms with the Certificate Administrator
that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information
on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the
Exchange Act, the additional report in the form of Exhibit JJ shall no longer be required hereunder. From time to time,
the applicable Master Servicer, the applicable Special Servicer and the Certificate Administrator may agree on a different delivery
time and format for the information set forth in this paragraph.


 


(h)          Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the applicable Master Servicer
shall process all defeasance transactions for the Mortgage Loans for which it acts as Master Servicer and shall be entitled to
all defeasance fees paid related thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include
any Modification Fees or waiver fees in connection with a defeasance that the applicable Special Servicer is entitled to under
this Agreement). Notwithstanding the foregoing, the applicable Master Servicer shall not permit (or, with regard to any Non-Serviced
Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the applicable 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


 






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cash
flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced
Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion
Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee,
on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property; provided,
however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent
with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single
purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the
related Mortgage Loan documents and, if applicable, Companion Loan documents, the applicable Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan
documents, the applicable Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however,
that no such confirmation from any Rating Agency shall be required to the extent that the applicable Master Servicer has delivered
a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage
Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage
Loan that is not one of the ten (10) largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the
event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding
sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage
Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the applicable
Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the applicable Master Servicer reasonably
determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and the applicable
Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan
documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would
not be and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to


 






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Treasury
Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and
provided, further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency
Confirmation) are satisfied; and provided, further, that such securities are backed by the full faith and credit
of the United States government, or the applicable Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding
the foregoing, with respect to (i) all of the Mortgage Loans, originated or acquired by Bank of America, National
Association that are subject to defeasance (except with respect to the Mortgage Loans secured by the Mortgaged Properties
idenfied as Mortgage Loan Numbers 2, 6 and 36 on the Mortgage Loan Schedule) and (ii) all of the Mortgage Loans originated or
acquired by Morgan Stanley Mortgage Capital Holdings LLC that are subject to defeasance, each of Bank of America, National
Association and Morgan Stanley Mortgage Capital Holdings LLC, as applicable, has transferred to a third party or has retained
on behalf of itself or an Affiliate the right to establish or designate the successor borrower and/or to purchase or cause to
be purchased the related defeasance collateral (any such right or obligation, the “Retained Defeasance Rights and
Obligations”). In the event the General Master Servicer receives notice of a defeasance request with respect to a
Mortgage Loan for which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
is the related Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the
related Mortgage Loan documents, the General Master Servicer shall provide, within five (5) Business Days of receipt of such
notice, written notice of such defeasance request to Bank of America, National Association or Morgan Stanley Mortgage Capital
Holdings LLC, as applicable, in the case of any such Mortgage Loan for which Bank of America, National Association or Morgan
Stanley Mortgage Capital Holdings LLC, as applicable, is the related Mortgage Loan Seller. Until such time as Bank of
America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, provides the Master Servicer
with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and
Obligations as to which (i) Bank of America, National Association is the related Mortgage Loan Seller shall be delivered to
Bank of America, National Association, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, email:
leland.f.bunch@baml.com, with copies to Todd Stillerman, Assistant General Counsel & Director, Bank of America Merrill
Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, email:
william.stillerman@bankofamerica.com, and Henry A. LaBrun, Esq, Cadwalader, Wickersham & Taft LLP, 227 West Trade Street,
Charlotte, North Carolina 28202, email: henry.labrun@cadwalader.com or (ii) Morgan Stanley Mortgage Capital Holdings LLC is
the related Mortgage Loan Seller shall be delivered to Morgan Stanley Mortgage Capital Holdings LLC, 1585 Broadway, New York,
New York 10036, Attention: Jane H. Lam (with a copy to Morgan Stanley Mortgage Capital Holdings LLC, 1221 Avenue of the
Americas, New York, New York 10020, Attention: Legal Compliance Division and a copy by email to cmbs_notices@morganstanley.com). With respect to any Mortgage Loan originated or
acquired by Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, that is
subject to defeasance, if the successor borrower is not designated or formed by Bank of America, National Association
or


 






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Morgan Stanley Mortgage Capital Holdings LLC, as the case may be, or any
Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with
the Servicing Standard.


 


(j)          If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
applicable Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which
shall be Eligible Accounts, into which all payments received by the applicable 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 the applicable Master Servicer in “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required
or permitted to be placed in a separate account, the applicable Master Servicer shall deposit all payments received by it from
defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments
made on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition
of “Aggregate Available Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding
anything herein to the contrary, in no event shall the applicable Master Servicer permit such amounts to be maintained in the
Collection Account for a period in excess of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in the
case of a leap year).


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the applicable Master Servicer nor the applicable Special Servicer, as the
case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan
documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the termination
of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property
that secures a Mortgage Loan that (i) is one of the ten (10) largest Mortgage Loans a by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to 5% of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the applicable Special
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy
of an Opinion of Counsel addressed to the applicable Special Servicer and the applicable Master Servicer that such modification,
waiver, consent or amendment will not cause an Adverse REMIC Event.


 






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(m)          Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the applicable
Master Servicer may, without any Directing Certificateholder approval, consent or consultation (except as otherwise provided below
in the definition of Master Servicer Decision), Risk Retention Consultation Party consultation or the applicable Special Servicer’s
approval, consent or consultation (provided that the applicable Master Servicer delivers notice thereof to the applicable Special
Servicer after completion (and the applicable Special Servicer shall promptly, prior to the occurrence of a Consultation Termination
Event and other than in respect of any Excluded Loan with respect to the Directing Certificateholder, deliver notice thereof to
the Directing Certificateholder, except to the extent that the applicable Special Servicer notifies the applicable Master Servicer
that the applicable Special Servicer 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 and receipt of financial statements, but including immaterial timing waivers
such as with respect to late 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 and there is no lender discretion permitted under the 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 if the applicable Special Servicer has determined,
in accordance with the proviso to the definition of “Special Servicer Decision”, that such easements or rights of
way do not 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 subordination, non-disturbance and attornment agreements
and consents involving leasing activities that do not involve a ground lease and affect an area less than or equal to 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 if the applicable Special Servicer has determined, in accordance with
the proviso to the definition of “Special Servicer Decision”, that such condemnation is not with respect to a material
parcel or a material income producing parcel and such condemnation does 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 related Mortgage Loan or Companion
Loan when due; (vi) consent to a change in property management relating to any Mortgage Loan if the replacement property manager
is not a Borrower Party and the Mortgage Loan has an outstanding principal balance less than $10,000,000; (vii) approve annual
operating budgets for Mortgage Loans; (viii) grant any extension or enter into any forbearance with respect to the anticipated
refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as
(A) such extension or forbearance does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor
has delivered documentation reasonably satisfactory in form and substance to the applicable Master Servicer or the applicable
Special 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; (ix) any non-material modification,


 






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amendment, consent
to a non-material modification or waiver of any term of any Intercreditor Agreement if the applicable Special Servicer has determined,
in accordance with the proviso to the definition of “Major Decision” that such modification, amendment or consent
is administrative in nature, including a note-splitting amendment, provided that if any such modification or amendment would adversely
impact the applicable Special Servicer, such modification or amendment will additionally require the consent of the applicable
Special Servicer, as applicable, as a condition to its effectiveness; (x) 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 Loan
with respect to the Directing Certificateholder, the Directing Certificateholder’s consent (or deemed consent) shall be
required for any such determination; (xi) 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; (xii) 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 Loan with respect to the Directing Certificateholder,
to the consent (or deemed consent) of the Directing Certificateholder; (xiii) any transfer of the Mortgaged Property 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; (xiv) to the extent not a Major
Decision or a Special Servicer Decision pursuant to clause (x) of the definition of “Major Decision” or clause (c)
of the definition of “Special Servicer Decision”, respectively, any requests for the funding or disbursement of amounts
from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out”, “holdback”
or similar escrows or reserves where such request is with respect to an NCB Co-op Mortgage Loan or is for funding or disbursement
of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements
pursuant to an approved lease, each in accordance with the Mortgage Loan documents (all such fundings and disbursements being
collectively referred to as “Routine Disbursements”) or any other funding or disbursement as mutually agreed upon
by the applicable Master Servicer and the applicable Special Servicer; provided, however, that in the case of any Mortgage Loan
(other than an NCB Co-op Mortgage Loan) whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate,
at the related origination date, 10% of the initial principal balance of such Mortgage Loan (which Mortgage Loans are identified
on Schedule 3 hereto), no such funding or disbursement of such escrows, reserves, holdbacks or letters of credit shall be deemed
to constitute a Routine Disbursement, and shall instead constitute Special Servicer Decisions, except for the routine funding
of tax payments and insurance premiums when due and payable; (xv) with respect to an NCB Co-op Mortgage Loan , 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 or a Special Servicer 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


 






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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 the applicable Master Servicer in order to grant or withhold such consent.
The foregoing is intended to be an itemization of actions the applicable Master Servicer may take without having to obtain the
approval of any other party and is not intended to limit the responsibilities of the applicable Master Servicer hereunder.


 


(n)          No
Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing such
modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B” portion
may accrue prior to such point in time.


 


Section
3.19     Transfer of Servicing Between the Master Servicers and the Special Servicers;
Recordkeeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect
to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall promptly give notice to the applicable Master Servicer or the
applicable Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence and continuance of a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to the Directing Certificateholder)
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) or (ix)
of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the applicable Special
Servicer of such Servicing Transfer Event when such Special Servicer makes the determination) and in any event shall continue
to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan
until such Special


 






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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 Loan as
to the Directing Certificateholder) 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.


 


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
Loan as to the Directing Certificateholder) 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

 





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Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the applicable Master Servicer, the Directing Certificateholder (but with respect to the Directing Certificateholder,
only in respect of any Mortgage Loan other than (A) any Excluded Loan as to the Directing Certificateholder or (B) any Serviced
AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the occurrence and continuance
of a Consultation Termination Event), the Risk Retention Consultation Party (but only in respect of any Mortgage Loan other than
an Excluded Loan as to the Risk Retention Consultation Party), the Operating Advisor (but, other than with respect to an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, only after the occurrence
and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly post such
report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related
Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion Loan has been included
in an Other Securitization, to the applicable master servicer of such Other Securitization into which the related Serviced Companion
Loan has been sold; the applicable Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate
Administrator and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. For the avoidance of doubt, neither Master Servicer shall make any Asset Status Reports available to any Certificateholders
on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to
the Certificate Administrator. The applicable Special Servicer shall notify the Operating Advisor of whether any Asset Status
Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery
of an Asset Status Report that is either signed by the Directing Certificateholder or that otherwise includes an indication that
such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period or (ii) such
other method as reasonably agreed to by the Operating Advisor and the applicable Special Servicer. Further, the Certificate Administrator
shall not request any Asset Status Report or Final Asset Status Report from either Master Servicer. Such Asset Status Report shall
set forth the following information to the extent reasonably determinable based on the information that was delivered to the applicable
Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)          a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)          a
discussion of the legal and environmental considerations reasonably known to the applicable Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel
has been retained;


 


(iii)         the
most current rent roll (or with respect to a residential cooperative properties, maintenance schedule), and income or operating
statement available for the related Mortgaged Property;


 


(iv)         (A)
the applicable Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification


 






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of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by such Special Servicer in connection with the proposed or taken actions;


 


(v)          the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)        a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)        the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)
       an analysis of whether or not taking such proposed action is reasonably likely to
produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the
applicable Special Servicer made such determination and (y) the net present value calculation and all related
assumptions;


 


(ix)         the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)          such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard
that the disapproval by the Directing Certificateholder (communicated to the applicable Special Servicer within ten (10) Business
Days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective
whole (taking into account the pari passu or subordinate nature of any Companion Loan), the applicable Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the applicable Special
Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage
Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable
Special Servicer has not made the affirmative determination described above, the applicable Special Servicer shall revise such
Asset


 






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Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days
after such disapproval, to the applicable Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance
of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and continuance
of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion
Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event) and the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the applicable Special Servicer makes a determination, in accordance
with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any
related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion
Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business
Days following the first submission of an Asset Status Report, the applicable Special Servicer may act upon the most recently
submitted form of Asset Status Report, if consistent with 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.
Each Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is
continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with
an Asset Status Report for an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the
Controlling Class that includes a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the applicable
Special Servicer, shall (a) require or cause the applicable Special Servicer to violate the terms of a Specially Serviced Loan,
applicable law or any provision of this Agreement, including the applicable Special Servicer’s obligation to act in accordance
with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions, or (c) expose the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Operating
Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors,
members, employees or agents


 






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to any claim, suit or liability or (d) materially expand the scope of the applicable Special Servicer’s,
the Trustee’s or the applicable Master Servicer’s responsibilities under this Agreement.


 


If
a Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination
Event has occurred and is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly
deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing
Certificateholder (if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not
an Excluded Loan as to such party). The Operating Advisor shall provide comments to the applicable Special Servicer in respect
of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report
or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible
alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders
(including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. The applicable
Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating Advisor (and
the Directing Certificateholder (in each case, if no Consultation Termination Event has occurred and is continuing and such Specially
Serviced Loan is not an Excluded Loan as to such party or a Non-Serviced Mortgage Loan) in connection with the applicable Special
Servicer’s preparation of any Asset Status Report. The applicable Special Servicer may revise the Asset Status Report as
it deems necessary to take into account any input and/or comments from the Operating Advisor (and the Directing Certificateholder
(if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan
as to such party)), to the extent the applicable Special Servicer determines that the Operating Advisor’s and/or Directing
Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of
the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate
nature of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report to take into account
any input and/or comments from the Operating Advisor or the Directing Certificateholder, the applicable Special Servicer shall
revise the Asset Status Report, if applicable, and deliver to the Operating Advisor and the Directing Certificateholder the revised
Asset Status Report (until a Final Asset Status Report is issued) or notice that the applicable Special Servicer has decided not
to revise such Asset Status Report, as applicable.


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the
continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder (except with respect to any Excluded Loan as to such party) and the Operating Advisor shall consult
with the applicable Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset
Status Report. The Directing Certificateholder (other than in its capacity as a Certificateholder) (in each case, after the occurrence
and during the continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan as to such party)),
shall


 






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have no right to receive any Asset Status Report or otherwise consult with the applicable Special Servicer with respect
to Asset Status Reports and the applicable Special Servicer shall only be obligated to consult with the Operating Advisor with
respect to any Asset Status Report as described above. The applicable Special Servicer may choose to revise the Asset Status Report
as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations
of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation
to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the applicable Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a
Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Intercreditor Agreement.


 


(e)          (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing Transfer
Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the applicable Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the applicable Special Servicer with
all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such Special Servicer to
enable it to negotiate with the related Mortgagor. The applicable Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the applicable Master Servicer shall deliver notice thereof to the Operating Advisor at the
same time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)          Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan, the applicable Special Servicer shall deliver in electronic
format to the Directing Certificateholder (other than any Excluded Loan with respect to such party) a draft notice that will include
a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include
any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the
occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling
Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format
such notice and


 






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summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary;
provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the applicable Special Servicer prior to such 20th Business Day shall
be deemed to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time the applicable
Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not in
the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into
account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard, the applicable Special
Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.
The applicable Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion)
a copy of each Final Asset Status Report to the Operating Advisor. The applicable Special Servicer shall prepare a summary of
any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion
Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by
the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent
such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final
Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b).


 


(g)          No
provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements. (a) Each Master Servicer and each Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations
hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all
material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii)
provides that if the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall for any reason
no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the
Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of
assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02
under the circumstances described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for the
benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the
Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the
extent the Trustee or its


 






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designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause
(ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicers or Special Servicers,
as applicable (other than the applicable Master Servicer or applicable Special Servicer that enters into such Sub-Servicing Agreement),
any successor master servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable)
shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan
at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the
Trustee or its designees as contemplated by Section 3.20(g) and in such additional manner and by such other Persons as
is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may
be satisfied out of assets of the Trust except through the applicable Master Servicer or the applicable Special Servicer, as the
case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify
any Mortgage Loan unless and to the extent the applicable Master Servicer or the applicable Special Servicer, as the case may
be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting
a Major Decision without the consent of the applicable Master Servicer or the applicable Special Servicer, as applicable (which
consent shall not be granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement
entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such
Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; and (ix) provides that
the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated
(following the expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange
Act reporting items required to be delivered to the applicable Master Servicer, the Certificate Administrator or the Depositor
under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement
that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the
Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to
this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items required under any
other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special servicer,
as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned
and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as the case may be (subject
to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the applicable Master Servicer may but need
not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder
at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide
(if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer
will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect
to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with


 



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respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing
Agreement. The applicable Master Servicer or applicable Special Servicer, as the case may be, shall deliver to the Trustee copies
of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly
upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the applicable
Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of each Master Servicer; and, in connection therewith,
all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) to satisfy the obligations of the applicable Master Servicer hereunder to make Advances shall be deemed to
have been advanced by the applicable Master Servicer out of its own funds and, accordingly, in such event, such Advances shall
be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the applicable Master
Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the applicable Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant
to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, each Master Servicer shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall notify the applicable Master Servicer or the applicable Special Servicer, as the case may
be, the Trustee and the Depositor (and such Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment
by it of any Sub-Servicer, except that a Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)          Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the applicable Master
Servicer’s obligations under this Agreement.


 


(c)          As
part of its servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the benefit
of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the
applicable Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the
requirements of Article XI. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be
in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The applicable
Master Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the related Sub-Servicing
Agreement.


 


(d)          In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a Master Servicer
under any Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and


 






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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 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, neither of the Special Servicers 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 Loan, prior to the occurrence and continuance of any


 






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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 “Withheld Amounts”).


 


(b)          On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22     Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers. Within
a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more
often than on a monthly basis, each of the Master Servicers and the Special Servicers shall, without charge, make a
knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) the Directing Certificateholder
((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any
Excluded Loan as to such party) and (b) upon the occurrence and during the continuance of any Control Termination Event, the
Operating Advisor (with respect to a Special Servicer only), regarding the performance and servicing of the Mortgage Loans
and/or REO Properties for which the applicable Master Servicer or the applicable Special Servicer, as the case may be, is
responsible.


 


Section
3.23     Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party;
Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party.   (a) Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its
name and address to the Certificate Administrator and to notify the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling
Class by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto, the
selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder (other than
the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate to
notify the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Trustee and the
Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To
the extent there is only one Controlling Class Certificateholder and it is also the General Special Servicer, it shall be the
Directing Certificateholder.


 






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On
the Closing Date, the initial Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall execute
and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement.
Upon the resignation or removal of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder),
any successor directing certificateholder shall deliver to the parties to this Agreement a certification substantially in the
form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


On
the Closing Date, the initial Risk Retention Consultation Party shall execute and deliver to the parties to this Agreement a certification
substantially in the form of Exhibit P-1H to this Agreement. Upon the resignation or removal of the existing Risk Retention
Consultation Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification
substantially in the form of Exhibit P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation
Party.


 


(b)          Once
a Directing Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the
event that (i) the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee or
the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the
Operating Advisor that it is the new Directing Certificateholder; provided that the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class. The foregoing provisions shall not be applicable to the Directing Certificateholder
that is a Loan-Specific Directing Certificateholder. Additionally, once a Risk Retention Consultation Party has been selected,
each of the Master Servicers, the Special Servicers, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless
the Holders of the RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or such Risk
Retention Consultation Party shall have notified the Master Servicers, the Special Servicers, the Trustee, the


 






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Certificate Administrator,
the Operating Advisor and each other Holder of the RR Interest, in writing, of the selection of a new Risk Retention Consultation
Party.


 


(c)          Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)          In
the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed or identified
to either Master Servicer or either Special Servicer, as applicable, and such Master Servicer or such Special Servicer, as the
case may be, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified
to such Master Servicer or such Special Servicer, as applicable, then until such time as the new Directing Certificateholder or
Risk Retention Consultation Party, as applicable, is identified to such Master Servicer or such Special Servicer, as applicable,
such Master Servicer or such Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder or Risk Retention Consultation Party, as applicable, as the case may
be.


 


(e)          Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating Advisor,
the Master Servicers and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention 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) RREF III Debt AIV, LP shall be the initial Directing Certificateholder (but not the Loan-Specific Directing
Certificateholder) and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation
Termination Event occurs and is continuing, and (B) Wells Fargo Bank, National Association shall be the initial Risk Retention
Consultation Party and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation
Termination Event occurs and is continuing.


 


Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder and the Risk Retention Consultation Party.


 


(f)          If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)          Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests


 






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that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii)
the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the
Controlling Class (or in the case of the Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling
Class or the Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests
of the Holders of one or more Classes including the Controlling Class or itself over the interests of the Holders of one or more
other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling
Class Certificateholder; provided that the Loan-Specific Directing Certificateholder shall have no such liability) for
having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder
for having so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
the Risk Retention Consultation Party may act solely in the interests of the Holders of the RR Interest; (iii) the Risk Retention
Consultation Party does not have any liability or duties to the Holders of any Class of Certificates other than the RR Interest;
(iv) the Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes including
the RR Interest over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation
Party shall have no liability whatsoever (other than to a Holder of an RR Interest) for having so acted as set forth in clauses
(i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation
Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)          All
requirements of each Master Servicer and each Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information
required to be delivered under the related Intercreditor Agreement.


 


(i)          Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any Serviced
AB Whole Loan Controlling Holder.


 


(j)          With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 






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(k)          The
Certificate Registrar shall determine which Class of Certificates is then-current Controlling Class within two (2) Business Days
of a request from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee, or any
Certificateholder and provide such information to the requesting party.


 


(l)          At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates and the Class F
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 F 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 F Certificates to the Non-Waiving Successor and had
not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicers, the Special Servicers and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicers and the Special Servicers within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event, or (ii) any Consultation Termination Event.
Upon the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event
has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice”
on the Certificate Administrator’s Website pursuant to this provision.


 






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In
the event that a Control Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates
to less than 25% of the aggregate Original Certificate Balance thereof, with regard to the application of any Cumulative Appraisal
Reduction Amounts.”


 


In
the event that a Consultation Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Consultation Termination Event has occurred due to the reduction of the Certificate Balance of the Class
F Certificates to less than 25% of the aggregate Original Certificate Balance thereof, without regard to the application of any
Allocated Cumulative Appraisal Reduction Amounts.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred pursuant to clause (ii) of the definition
of each of such terms, such special notice shall state “A Control Termination Event and a Consultation Termination Event
has occurred due to the irrevocable waiver by the applicable Controlling Class Certificateholder of its rights as Controlling
Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Allocated Cumulative Appraisal
Reduction Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control
Eligible Certificates exists where such class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that class, in each case without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
MM that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


The
Directing Certificateholder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to
be an Excluded Loan as to either the Directing Certificateholder or the Holder of the majority of the Controlling Class. Likewise,
the Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be
an Excluded Loan as to either such Risk Retention Consultation Party or the Holder of the majority of the RR Interest. Notwithstanding
the proviso to each of the definitions of “Control Termination Event” and “Consultation Termination Event”,
in either such case, in respect of the servicing of any such Excluded Loan, a Control Termination Event and Consultation Termination
Event will be deemed to have occurred with respect to such Excluded Loan.


 


Section
3.24     Intercreditor Agreements. (a) Each Master Servicer and Special Servicer acknowledges and agrees that
each Serviced Whole Loan being serviced under this


 



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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 Master Servicer and each Special Servicer further acknowledges and agrees that
any Serviced Whole Loan Controlling Holder will have the right to replace the applicable Special Servicer solely with respect
to the related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)          Neither
the applicable Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that
arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or
conflict between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any
Intercreditor Agreement that may otherwise require such Master Servicer or such Special Servicer to abide by any instruction or
direction of a Companion Holder or a mezzanine lender, neither such Master Servicer nor such Special Servicer shall be required
to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute
a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an
expense to be borne by the applicable Master Servicer or the applicable Special Servicer for its own account without reimbursement.
In no event shall the applicable Master Servicer or the applicable Special Servicer be required to consult with or obtain the
consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of
its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement
shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine
lenders is as set forth in the related Intercreditor Agreement. In no event shall the applicable Master Servicer or the applicable
Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder or
a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless the Certificate Administrator
has delivered notice to such Master Servicer or such Special Servicer, as applicable, as required under Section 3.23(e)
or such Master Servicer or such Special Servicer, as applicable, have actual knowledge of the identity and contact information
of a new Directing Certificateholder or a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 






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(c)          No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the applicable Master Servicer
or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including such Master Servicer’s or such Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s, the Certificate
Administrator’s or the applicable Master Servicer’s responsibilities under this Agreement.


 


(d)          With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of
any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor
Agreement.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, the applicable Special Servicer shall be required (i) to provide copies of any notice,
information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with
respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to
a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling
Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling
Class Certificateholder under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence
and continuance of a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding
basis, to the extent having received such notices, information and reports, such related Companion Holder requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the
expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the applicable Special
Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Controlling


 






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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.


 


(h)          To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section
3.25     Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or
other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency
Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or
required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such
Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the
17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner
that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting
any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may be
through direct communication). The circumstances described in the preceding sentence are


 






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referred
to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating
Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such
request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation
shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the 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 has been appointed and currently serves as a master servicer or a special servicer, as applicable, on a transaction-level
basis on a commercial mortgage-backed securities transaction currently rated by Moody’s that currently has securities outstanding
and for which Moody’s has not cited servicing concerns with respect to such replacement master servicer or special servicer
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction
serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s
is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3”
(in the case of the replacement master servicer) or “CSS3” (in the case of the replacement special servicer), if Fitch
is the non-responding Rating Agency or (iii) DBRS has not publicly cited servicing concerns with respect to the applicable replacement
master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other
commercial mortgage-backed securitization transaction serviced by such replacement master servicer or special servicer prior to
the time of determination, if 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 Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 






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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.


 


(d)          With
respect to any Serviced Pari Passu Companion Loan as to which there exists Serviced Pari Passu Companion Loan Securities, if any
action relating to the servicing and administration of the related Whole Loan or any related REO Property (including, but not
limited to, the replacement of the applicable Master Servicer, the applicable Special Servicer or a sub-servicer) (the “Relevant
Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this
Agreement, then such action will also require delivery of a confirmation of each Companion Loan Rating Agency that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) as
a condition precedent to such action, which confirmation shall be sought by the applicable Master Servicer or the applicable Special
Servicer, as applicable, seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action.


 


Section
3.26     The Operating Advisor. (a) The Operating Advisor shall promptly review (i) all information made
available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced
Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared by the applicable Master Servicer
and (ii) each Final Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)          The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule,


 






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regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)          (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the applicable Special Servicer that would be Privileged Information) delivered to
the Operating Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the
Operating Advisor shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver 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); provided that the Operating Advisor (i) shall not be required to report on any instances of non-compliance
with, or deviations from, the Servicing Standard or the applicable Special Servicer’s obligations under this Agreement that
the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) shall not be required
to provide or obtain a legal opinion, legal review or legal conclusion. Such Operating Advisor Annual Report shall be delivered
to the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator (which shall promptly post such
Operating Advisor Annual Report on the Certificate Administrator’s Website


 






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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 such Special Servicer (other than any communications between the Directing Certificateholder and such Special Servicer
that would be 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 Final Asset Status Report was prepared
by the applicable Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)          In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall
set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)          Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the applicable Special Servicer
will forward any Appraisal Reduction Amount and net present value calculations used in the applicable Special Servicer’s
determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the
Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but shall
not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value
calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, them the Operating
Advisor shall notify the Special Servicer of such error).


 






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(e)          (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan,
after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after
the calculation but prior to the utilization by the applicable Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or Collateral Deficiency Amount (if the applicable Special Servicer has calculated any such Appraisal Reduction
Amount or Collateral Deficiency Amount) or (ii) net present value in accordance with Section 1.02(iv), the applicable Special
Servicer shall forward such calculations, together with any supporting material or additional information necessary in support
thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy
of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no
later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than
three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable
formulas required to be utilized in connection with any such calculation.


 


(ii)          In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or Collateral Deficiency Amount (if calculated by the applicable Special Servicer) or net present
value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation,
the Operating Advisor and the applicable Special Servicer shall consult with each other in order to resolve any inaccuracy in
the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The applicable Master
Servicer shall cooperate with such Special Servicer and provide any information reasonably requested by such Special Servicer
necessary for the calculation of the Appraisal Reduction Amount or Collateral Deficiency Amount that is either in such Master
Servicer’s possession or, solely with respect to Non-Specially Serviced Loans, reasonably obtainable by such Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply and shall provide such parties
prompt written notice of its determination.


 


(iii)          Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal Period.


 


(f)          Notwithstanding
the foregoing, prior to the occurrence and continuance of an Control Termination Event, the Operating Advisor will be limited
to an after-the-action review


 






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of any assessment of compliance, attestation report, Final Asset Status Report and other information
delivered to the Operating Advisor by the applicable Special Servicer or made available to Privileged Persons that are posted
on the Certificate Administrator’s Website during the prior calendar year (together with any additional information and
material reviewed by the Operating Advisor), and, therefore, it shall have no specific involvement with respect to collateral
substitutions, assignments, workouts, modifications, consents, waivers, lockbox management, insurance policies, borrower substitutions,
lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions and other
similar actions that such Special Servicer may perform under this Agreement.


 


(g)          The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3)
where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i)
in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the applicable
Special Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the applicable Special Servicer and, unless a Control Termination Event has occurred and is continuing, the
Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage
Loan that is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be
permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing
to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)          Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan) and each
REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating
Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the
case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and,
in connection with any partial month interest payment, for the same period respecting which any related interest payment due on
the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 






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The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 3.26(d)
and/or 6.04(b), such amounts to be reimbursed from amounts on deposit in the applicable Collection Account as provided
by Section 3.26(e). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Accounts as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to
the period when the outstanding Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result
of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major Decision
under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use commercially
reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the
related Mortgagor in connection with such Major Decision that are consistent with the efforts in accordance with the Servicing
Standard that the applicable Master Servicer or the applicable Special Servicer, as applicable, would use to collect any Mortgagor-paid
fees not specified in the Mortgage Loan documents owed to it, and only to the extent not prohibited by the related Mortgage Loan
documents, and in no event will it take any enforcement action with respect to the collection of such Operating Advisor Consulting
Fee. The applicable Master Servicer or applicable Special Servicer, as the case may be, may waive or reduce the amount of any
Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance
with the Servicing Standard, but in no event shall such Master Servicer or such Special Servicer take any enforcement action with
respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the
Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior
to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation
rights in its capacity as operating advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii)
any Serviced AB Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination
Event; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee
with respect to any Non-Serviced Whole Loan.


 


(j)          After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Allocated
Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating
Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating
Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from each Rating Agency (which


 






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confirmations will be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking
into account the application of Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of Classes to which such Allocated Cumulative Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace
the Operating Advisor with the replacement Operating Advisor.


 


(k)          After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Allocated Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the
Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided
that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the
obligations of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify
the rights and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all
amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior
to such termination). The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating
Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will,
as soon as possible, be required to give written notice of the termination and appointment to the Special Servicers, the Master
Servicers, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder, the Risk Retention Consultation Party, any Companion Loan holder and
the Certificateholders.


 


(l)          The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)          Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing


 






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Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)          In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V Certificates,
the Class R Certificates and the RR Interest, then all of the rights and obligations of the Operating Advisor shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). In connection with any termination 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


 






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investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(s)          The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the
Depositor shall be permitted to find a replacement.


 


(t)          The
Operating Advisor may delegate its duties and obligations to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s
duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicers,
the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicers,
the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing
Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing
its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


(u)          With
respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing,
or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice
thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only
after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating Advisor
shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of
a Control Termination Event or Consultation Termination Event, as applicable.


 


(v)          Companion
Paying Agent.   (w) 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.


 


(x)          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;


 






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provided, however, that the duties and obligations of the Companion Paying Agent
shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except
for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against
the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent
may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(y)          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.


 


(z)          This
Section 3.25(c) 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
3.27     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
3.28     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


 






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applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)          If
any of the Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency that
the applicable Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the
Certificates, then the Trustee, the Certificate Administrator or such Master Servicer, as applicable, shall promptly notify each
Non-Serviced Master Servicer of the same.


 


(c)          In
connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the applicable
Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with
such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole
Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)          In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the applicable Special Servicer shall, prior to the 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,


 






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but only to the extent such documents are
in the possession of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be, but in any
event excluding any documents known to such Master Servicer, such Special Servicer, the Trustee or the Custodian to contain information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)          With
respect to any Non-Serviced Mortgage Loan, if the applicable Master Servicer or applicable 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, 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 Special Servicer shall reasonably cooperate with the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be, in effecting any action by the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent with
the related Intercreditor Agreement.


 


(i)          During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not
later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the General Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master
servicer under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced
Pari Passu Companion Loan: (A) to the extent the General Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC®
Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined in the related
Other Pooling and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the General Special Servicer and the General Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date,
(E) a CREFC® Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC®
Advance Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update
File. Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date, the General
Master Servicer shall deliver or cause to be delivered or make available in electronic format to the related other master servicer
under the related Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the General Special Servicer.
In no event shall any report described in this subsection be required to reflect information that has not been collected by or
delivered to the General Master Servicer, or any payments or collections not received by the General Master Servicer, as of the
close of business on the Business Day prior to the Business Day on which the report is due. In addition, the General Master Servicer
shall deliver or cause to be delivered or make available in electronic format to the related other master servicer under the related
Other Pooling and Servicing Agreement, any and all other reports required to be delivered


 






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by the General Master Servicer to the
Certificate Administrator hereunder pursuant to the terms hereof to the extent related to such Serviced Pari Passu Companion Loan.


 


(j)          On
a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage
File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and
(xii) of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced
Master Servicer on the related Servicing Shift Securitization Date.


 


(k)          Promptly
upon any change in the identity of the applicable Master Servicer, the successor Master Servicer shall deliver notice of such
change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate
Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.29     Litigation Control. (a) With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan),
any Serviced Companion Loan or any related REO Loan or related REO Property, the applicable Special Servicer shall, in
accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor,
or other obligor on the related Note or any Affiliates thereof (each a “Borrower-Related Party”) against
the Trust, any Master Servicer and/or any Special Servicer or any predecessor master servicer or special servicer, and
represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the
Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged
Property or other collateral securing such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the
enforcement of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related
Litigation”). In the event that the applicable Master Servicer is named in any Trust-Related Litigation but the
applicable Special Servicer is not named in such Trust-Related Litigation (regardless of whether the Trust is named in such
Trust-Related Litigation), such Master Servicer shall notify such Special Servicer of such litigation as soon as practicable
but in any event no later than within ten (10) Business Days of such Master Servicer receiving service of such Trust-Related
Litigation. The Operating Advisor shall not review the actions of the applicable Special Servicer with respect to
Trust-Related Litigation unless such review is otherwise related to the performance of the Operating Advisor’s duties,
rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report.


 


(b)          To
the extent the applicable Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the applicable Special
Servicer is named, in order to effectuate the role of such Special Servicer as contemplated by the immediately preceding subsection,
such Master Servicer shall (i) provide monthly status reports to such Special Servicer, regarding such


 






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Trust-Related Litigation;
(ii) seek to have the Trust replace such Master Servicer as the appropriate party to the lawsuit; and (iii) so long as such Master
Servicer remains a party to the lawsuit, consult with and act at the direction of such Special Servicer with respect to decisions
and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection
of counsel; provided that such Master Servicer shall have the right to engage separate counsel relating to claims against
such Master Servicer to the extent set forth in Section 3.29(e); and provided, however, that if there are
claims against such Master Servicer and such Master Servicer has not determined that separate counsel is required for such claims,
such counsel shall be reasonably acceptable to such Master Servicer.


 


(c)          No
Special Servicer shall (i) undertake (or direct the applicable Master Servicer to undertake) any material settlement of any
Trust-Related Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing
the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and
continuance of a Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually
known to such Special Servicer; provided that such Special Servicer shall make due inquiry of the Certificate
Administrator as to the identity of the Directing Certificateholder) and the related holder of any Serviced Companion Loan
(if such matter affects such related Serviced Companion Loan) (to the extent the identity of the holder of such Serviced
Companion Loan is actually known to such Special Servicer) and the Directing Certificateholder (only if the related Mortgage
Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination Event) has not objected in
writing within five (5) Business Days of having been notified thereof and having been provided with all information that the
Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt of the subject
notice (it being understood and agreed that if such written objection has not been received by such Special Servicer within
such 5 Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such
action); provided that, if such Special Servicer determines (consistent with the Servicing Standard) that immediate
action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the
related Companion Holders, such Special Servicer may take such action without waiting for the Directing
Certificateholder’s response.


 


(d)          Notwithstanding
the foregoing, neither of the applicable Special Servicer nor the applicable Master Servicer shall follow any advice, direction
or consultation provided by the Directing Certificateholder or the Risk Retention Consultation Party (or any other party to this
Agreement) that would require or cause such Special Servicer or such Master Servicer, as applicable, to violate any applicable
law, be inconsistent with the Servicing Standard, require or cause such Special Servicer or such Master Servicer, as applicable,
to violate provisions of this Agreement, require or cause such Special Servicer or such Master Servicer, as applicable, to violate
the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates,
officers, directors or agents to any claim, suit or liability, cause any REMIC created hereunder to fail to qualify as a REMIC,
result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC
Provisions or materially expand the scope of such Special Servicer’s or such Master Servicer’s, as the case may be,
responsibilities under this Agreement.


 






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(e)          Notwithstanding
the right of a Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of a Special Servicer to direct the Master Servicer’s actions in this Section 3.29, the applicable Master Servicer
shall retain the right to make determinations relating to claims against such Master Servicer, including but not limited to the
right to engage separate counsel and to appear in any proceeding on its own behalf in such Master Servicer’s reasonable
discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)          Further,
nothing in this section shall require a Master Servicer to take or fail to take any action which, in such Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject such Master Servicer
to liability or materially expand the scope of such Master Servicer’s obligations under this Agreement.


 


(g)          Notwithstanding
a Master Servicer’s right to make determinations relating to claims against such Master Servicer, the applicable Special
Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct such Master Servicer to settle
any claims asserted against such Master Servicer (whether or not the Trust or such Special Servicer is named in any such claims
or Trust-Related Litigation) (and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded
Loan, with the consent or consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation
Termination Event, respectively) and (ii) otherwise reasonably direct the actions of such Master Servicer relating to claims against
such Master Servicer (whether or not the Trust or such Special Servicer is named in any such claims or Trust-Related Litigation),
provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing
on the part of such Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust
and payment of such cost or judgment is provided for in this Agreement, (C) such Master Servicer is and shall be indemnified as
and to the extent provided in this Agreement for all costs and expenses of such Master Servicer incurred in defending and settling
the Trust-Related Litigation and for any judgment, (D) any such action taken by such Master Servicer at the direction of such
Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) such Special
Servicer provides such Master Servicer with assurance reasonably satisfactory to such Master Servicer as to the items in clauses
(A), (B) and (C).


 


(h)          In
the event both the applicable Master Servicer and the applicable Special Servicer or Trust are named in Trust-Related Litigation,
such Master Servicer and such Special Servicer shall cooperate with each other to afford such Master Servicer and such Special
Servicer the rights afforded to such party in this Section 3.29.


 


This
Section 3.29 shall not apply in the event such Special Servicer authorizes the applicable Master Servicer, and such Master
Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


Notwithstanding
the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity,
or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written
notice to the


 






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applicable Master Servicer or the applicable Special Servicer, as the case may be, may retain counsel and appear
in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage
or prosecute such litigation or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action,
suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under
the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the
applicable Master Servicer nor the applicable Special Servicer shall, without the prior written consent of the Trustee, (A) initiate
an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel
to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents
or take any other similar actions with the intent to cause, and that actually causes, the Trustee to be registered to do business
in any state (provided that neither such Master Servicer nor such Special Servicer shall be responsible for any delay due
to the unwillingness of the Trustee to grant such consent); and (iii) in the event that any court finds that the Trustee is a
necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage
Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect
and represent its interests, whether as Trustee or individually (but not to otherwise direct, manage or prosecute such litigation
or claim); provided, however, that nothing in this subsection shall be interpreted to preclude such Special Servicer (with
respect to any material Trust-Related Litigation with respect to any Mortgage Loan other than an Excluded Loan, with the consent
or consultation of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or Consultation
Termination Event, respectively, to the extent required in Section 3.29(c), respectively) from initiating any action, suit,
litigation or proceeding in its name as representative of the Trustee of the Trust.


 


Section
3.30      [RESERVED].


 


Section
3.31      [RESERVED].


 


Section
3.32      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 3.32 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 3.32 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


 






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separately label and deliver any
Excluded Information in accordance with this Section 3.32 until such party has received written notice with respect to
the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement
shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the
Certificate Administrator’s Website on account of it constituting Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End
of Article III]


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01 Distributions of Available Funds.    (a) On each Distribution Date, to the extent of the Available Funds for such
Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier
REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section
4.01(c) with respect to each Class of Lower-Tier Regular Interests (other than the LRR Uncertificated Interest), and immediately
thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority,
satisfying in full, to 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-SB Certificates,
the Class A-4 Certificates, the Class A-5 Certificates, the Class X-A Certificates, the Class X-B Certificates and the Class X-D
Certificates, the Class X-E Certificates, the Class X-F Certificates and the Class X-G Certificates pro rata (based upon their
respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)          second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-SB Certificates,
the Class A-4 Certificates and the Class A-5 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until
the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance
for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause (1) above have been
made) for such Distribution Date, until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to
zero; (3) third, to the Holders of the Class A-2 Certificates


 






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in an amount up to the Principal Distribution Amount (or
the portion thereof remaining after any distributions specified in sub-clauses (1) and (2) above have been made)
for such Distribution Date, until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero;
(4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in sub-clauses (1), (2) and (3) above have been made)
for such Distribution Date, until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero;
(5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and (4) above have
been made) for such Distribution Date, until the outstanding Certificate Balance of the Class A-4 Certificates have been reduced
to zero; (6) sixth, to the Holders of the Class A-5 Certificates, in an amount up to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3), (4)
and (5) above have been made) for such Distribution Date, until the outstanding Certificate Balance of the Class A-5
Certificates have been reduced to zero and (7) seventh, 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), (5) and (6) above have been made) for such Distribution Date, until the outstanding
Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the
Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-SB Certificates, Class A-4 Certificates and Class
A-5 Certificates, pro rata (based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount
for such Distribution Date, until the Certificate Balance of each of the Class A-1 Certificates, Class A-2 Certificates, Class
A-3 Certificates, Class A-SB Certificates, Class A-4 Certificates and Class A-5 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-SB Certificates,
the Class A-4 Certificates and the Class A-5 Certificates, first up to an amount equal to, and pro rata (in accordance
with the aggregate unreimbursed Realized Losses previously allocated to each such Class) with, the aggregate unreimbursed Realized
Losses previously allocated to each such Class, then interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(iv)         fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)          fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-SB Certificates,
Class A-4 Certificates and Class A-5 Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in
reduction of the Certificate Balance thereof, 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-SB Certificates,
Class A-4 Certificates and Class A-5 Certificates on such


 






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Distribution Date), until the outstanding Certificate Balance of the
Class A-S Certificates has been reduced to zero;


 


(vi)        sixth,
to the Holders of the Class A-S Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(vii)       seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)      eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)          ninth,
to the Holders of the Class B Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(x)      
   tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount
equal to the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)     
    eleventh, after the Certificate Balances of the Class A Certificates and Class B
Certificates have been reduced to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates and Class B Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class C Certificates has been reduced to zero;


 


(xii)         twelfth,
to the Holders of the Class C Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xiii)       thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xiv)        fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any


 






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distributions in respect of the Class A Certificates,
Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
D Certificates has been reduced to zero;


 


(xv)         fifteenth,
to the Holders of the Class D Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xvi)   
   sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal
to the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)      seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, up to
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)     eighteenth,
to the Holders of the Class E Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xix)        nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xx)         twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)        twenty-first,
to the Holders of the Class F Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xxii)       twenty-second,
to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 






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(xxiii)      twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
G Certificates has been reduced to zero;


 


(xxiv)     twenty-fourth,
to the Holders of the Class G Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xxv)       twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled
principal payments are subsequently received by the applicable Master Servicer and required to be part of the Aggregate Available
Funds for such Distribution Date, such Master Servicer shall promptly notify the Certificate Administrator and the Certificate
Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such
Distribution Date. None of the Master Servicers, the Special Servicers or the Certificate Administrator shall be liable or held
responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the actions
described in the preceding sentence.


 


(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;


 


(i)          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;


 






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(ii)          third,
to the Holders of the RR Interest, in an amount equal to the Retained Certificate Realized Loss Reimbursement Amount for such
Distribution Date; and


 


(iii)          fourth,
to the Holders of the RR 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 at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount or Retained
Certificate Interest Distribution Amount, as applicable, in respect of its Related Certificates, plus a pro rata portion of the
Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5 and Class
LASB Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and Class LC Uncertificated
Interests, the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates,
(iv) in the case of the Class LE Uncertificated Interest, the Class X-E Certificates, (v) in the case of the Class LF Uncertificated
Interest, the Class X-F Certificates, and (vi) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates,
and (B) in the case of the LRR Uncertificated Interest, the Retained Certificate Interest Distribution Amount in respect of the
RR Interest, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over
the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each
case to the extent actually distributable thereon as provided in Section 4.01(a) or Section 4.01(b), as applicable.
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses and Retained Certificate Realized Losses, as provided
in Section 4.01(b) and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the
respective Original Lower-Tier Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall
be the rate per annum set forth in the Preliminary Statement hereto.


 






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Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate
Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          After
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses or Retained Certificate Realized
Losses, as applicable (with interest as provided herein) and other amounts provided for in this Section 4.01.


 


(e)          Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of
any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment Premium
is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium (net of
Liquidation Fees or Workout Fees payable therefrom) in the following manner: (x)(i) to each of the Class A-1, Class A-2, Class
A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates, the product of (A) the Non-Retained
Percentage of such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates,
and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of Certificates for that
Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates
(other than the RR Interest) for that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product
of (I) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of
which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class
A-5 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all
Principal Balance Certificates (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-SB, Class A-4 and Class A-5 Certificates
as described above, and (iii) to the Class X-B Certificates, any remaining portion of the Non-Retained Percentage of such Yield
Maintenance Charge or Prepayment Premium and (y) to the RR Interest, the Required Credit Risk Retention Percentage of such Yield
Maintenance Charge or Prepayment Premium.


 


For
purposes of the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection
with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates (other than the RR Interest), shall be a fraction (A) the numerator
of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on
such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction
be greater than 1.0; (b) if the applicable Discount Rate is greater


 






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than or equal to the Mortgage Rate on such Mortgage Loan and
is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction
will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and
is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal
to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the
Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield
Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate
per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance
Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by
the applicable Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used
in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage
Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading
“U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published
by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment)
of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated
Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment
Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly
equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall
select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Class X-D, Class X-E, Class X-F, Class X-G, Class E,
Class F, Class G, Class V or Class R Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class
A-3, Class A-4, Class A--5, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, the Non-Retained Percentage
of all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Class
X-B Certificates and the Required Credit Risk Retention Percentage of all Yield Maintenance Charges and Prepayment Premiums with
respect to the Mortgage Loans shall be distributed to the RR Interest.


 


All
distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
on each Distribution Date pursuant to this Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed
in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)          On
each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the Holders of the Regular Certificates (other than the RR Interest) (in order of distribution


 






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priority) (first deeming such amounts to be distributed with respect to the Related Lower Tier Regular Interests) up to an amount
equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available
Funds for such Distribution Date and (ii) withdraw amounts from the Retained Certificate Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the Holders of the RR Interest (first deeming such amounts to be distributed with respect
to the Related Lower Tier Regular Interests) up to an amount equal to all Retained Certificate Realized Losses, if any, previously
deemed allocated to them and unreimbursed after application of the Retained Certificate Available Funds for such Distribution
Date. Amounts paid from the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account shall not reduce
the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account and the Retained Certificate Gain-on-Sale Account after such distributions shall be applied to offset future shortfalls
and Realized Losses and Retained Certificate Realized Losses, as applicable, with respect to the Principal Balance Certificates
and related Realized Losses and Retained Certificate Realized Losses, as applicable, in each case allocable to the Regular Certificates.
Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale
Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class
LR Interest.


 


(g)          All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Section 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Certificate)
will be made in like manner, but 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.


 






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(h)          Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Class of Certificates) will be made
on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination Date,
post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format to the
effect that:


 


(i)           the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)          no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such 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


 






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mailed
to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the
benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated
by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)          On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed (i) to the Holders of the Class V Certificates in an amount equal to the Non-Retained Percentage of such Excess
Interest and (ii) to the Holders of the RR Interest in an amount equal to the Required Credit Risk Retention Percentage of such
Excess Interest, in each case, from the Excess Interest Distribution Account. Excess Interest will not be available to pay any
other amounts except for distributions on Class V Certificates and the RR Interest as set forth in the prior sentence.


 


(k)          On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)      
    to pay to the applicable Master Servicer for deposit into the Collection Account, as applicable, any
amounts deposited by such Master Servicer in the Companion Distribution Account not required to be deposited
therein;


 


(ii)          to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(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.


 






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On
the final Remittance Date, each Master Servicer shall withdraw from Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance
Date.


 


Section
4.02 Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney.   (a)
On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and
based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)       
    the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in
reduction of the Certificate Balance thereof;


 


(ii)     
     the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the
period from but not including the previous Distribution Date to and including such Distribution Date and details of P&I
Advances as of the P&I Advance Date;


 


(iii)     
    the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing
compensation paid to the applicable Master Servicer and the applicable Special Servicer, compensation paid to the Operating
Advisor, compensation paid to the Asset Representations Reviewer and CREFC® Intellectual Property Royalty
License Fees paid to CREFC®, in each case, with respect to the Collection 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;


 






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(viii)   
   the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest
therein) included in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a
loan-by-loan basis, based on the most recent Appraisal or valuation;


 


(ix)  
       the Available Funds and Retained Certificate Available Funds for such
Distribution Date;


 


(x)    
      the (A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or
(B) Retained Certificate Interest Distribution Amount, as applicable, in respect of such Class of Certificates for such
Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount, Interest Shortfall or
Retained Certificate Interest Distribution Amount, as applicable, for such Distribution Date allocated to such Class of
Certificates;


 


(xi)     
    the amount of the distribution on such Distribution Date to the Holders of such Class of
Certificates allocable to (A) Yield Maintenance Charges, (B) in the case of the Class V Certificates and the RR Interest,
Excess Interest and (C) Prepayment Premiums;


 


(xii)         the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)        the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)  
    the Certificate Balance or Notional Amount, as the case may be, of each Class of
Certificates immediately before and immediately after such Distribution Date, separately identifying any reduction therein as
a result of the allocation of any Realized Loss or Retained Certificate Realized Loss, as applicable, on such Distribution
Date and the aggregate amount of all reductions as a result of allocations of Realized Losses or Retained Certificate
Realized Losses, as applicable, in respect of the Principal Balance Certificates (other than the RR Interest) and the RR
Interest, respectively, to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately following such
Distribution Date;


 


(xvi)       the
amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to
the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the
total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)      the
current Controlling Class;


 






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(xviii)       the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)          a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)    
      a loan-by-loan listing of each Mortgage Loan which was defeased since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxi)          all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)         in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(d) and Section 4.01(f);


 


(xxiii)        the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)        the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)         with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such
Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection with such Liquidation
Event, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection with such Liquidation
Event;


 


(xxvi)        with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A)
the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in respect of the related REO


 






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Loan in connection with that determination, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest
in respect of the related REO Loan in connection with that determination;


 


(xxvii)       the
aggregate amount of interest on P&I Advances paid to the applicable Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)      [RESERVED];


 


(xxix)         then-current
credit support levels for each Class of Certificates;


 


(xxx)          the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)         a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)        a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)       an
itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the applicable Master Servicer; and


 


(xxxiv)       the
amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv) and (xxxiv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website or filing such information
pursuant to this Agreement, including, but not limited to, filing via through the EDGAR system, unless the Certificate Administrator
has an explicit obligation to review or prepare such information.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses
(i) and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which
person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns
for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been


 






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satisfied to the extent
that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the
Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the
Asset Representations Reviewer.


 


(b)          [RESERVED].


 


(c)          Each
of the Master Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
such Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such Master Servicer or such
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such
action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information
confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information
or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this
Agreement except as set forth herein. In connection with providing access to the applicable Master Servicer’s or Special
Servicer’s Internet website, such Master Servicer or such Special Servicer, as applicable, shall take reasonable measures
to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. No Master Servicer or Special Servicer, as the case may be, shall
be liable for dissemination of this information in accordance with this Agreement, and no Master Servicer or the Special Servicer
shall be responsible for any information delivered, produced, or made available pursuant to Section 3.13, other than information
produced by such Master Servicer or such Special Servicer, as applicable; provided that such information otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The applicable Master Servicer shall be
entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions required to be made by such report.


 


Each
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the applicable Master Servicer)
provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO
Properties as may be necessary for the applicable Master Servicer to prepare each report and any supplemental information to be
provided by the applicable Master Servicer to the Certificate Administrator. None of the Certificate Administrator, the Trustee
or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto by the applicable
Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from such Master Servicer
contains erroneous information, the Certificate Administrator is


 






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authorized to rely thereon in calculating and making distributions
to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement required by Section
4.02(a) and allocating Realized Losses and/or Retained Certificate Realized Losses, as applicable, to the Certificates in
accordance with Section 4.04.


 


Notwithstanding
the foregoing, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure, in
the reasonable belief of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law or
any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The applicable Master Servicer or the applicable Special Servicer may affix to any information provided by it any
disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the
sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is
an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the applicable Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the applicable Special Servicer’s (in the case of a Specially Serviced
Loan) reasonable satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder)
and if such information is in such Master Servicer’s or such Special Servicer’s possession, as applicable, such Master
Servicer or such Special Servicer, shall provide or make available (or make available electronically) to the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate


 






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Administrator’s
Website but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through
the Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the applicable Master Servicer or the applicable
Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to such Master Servicer or such Special Servicer, generally to the effect that such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
such Master Servicer or such Special Servicer may conclusively rely. In addition, the applicable Master Servicer and the applicable
Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that the Directing
Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03 P&I Advances.  (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the applicable
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans serviced by such
Master Servicer to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for
future distribution to Certificateholders in subsequent months in discharge of any such obligation to make such P&I Advances
or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances
to be made. Any amounts held in the applicable Collection Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in the applicable Master Servicer’s records and replaced by such Master Servicer by deposit
in its Collection Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through
the deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made).
The applicable Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances to be
made by such Master Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to
Mortgage Loans serviced by such Master Servicer for such Distribution Date, on or before two (2) Business Days prior to such Distribution
Date. If the applicable Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I
Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the
related Distribution Date, unless such Master Servicer shall have cured such failure (and provided written notice of such cure
to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that
the applicable Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify
the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the foregoing,
the portion of any P&I Advance equal to the CREFC® Intellectual


 






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Property Royalty License Fee shall not be remitted
to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the applicable
Collection Account for payment to CREFC® on such Distribution Date.


 


If
the applicable Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole
Loan with a related Serviced Companion Loan, then it shall provide to the related other master servicer and Other Trustee under
the Other Pooling and Servicing Agreement written notice of the amount of such P&I Advance with respect to such Mortgage Loan
within two (2) Business Days of making such P&I Advance.


 


If
the applicable Master Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall
provide to the related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance
within two (2) Business Days of making such P&I Advance.


 


(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by each Master Servicer
with respect to any Distribution Date, and each Mortgage Loan for which it acts as Master Servicer, shall be equal to: (i) the
Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related
Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced
Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) for which it acts as Master
Servicer during the related Collection Period and were not received as of the close of business on the Business Day preceding
the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the applicable Master Servicer) and (ii) with
respect to each such Mortgage Loan for which it acts as Master Servicer that is delinquent in respect of its Balloon Payment as
of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to
which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject
to subsection (c) below, the obligation of the applicable Master Servicer to make such P&I Advances is mandatory, and
with respect to 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


 






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Mortgage Loan
previously made, would be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special
Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within
two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written notice from the related
Other Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined, in accordance with the applicable
Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance under the applicable
Other Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Other
Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable Master
Servicer, the applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance
previously made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance.
Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be required to make any additional P&I
Advances with respect to the related Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the case
may be, determines that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a
Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Other Servicer, as the
case may be, or otherwise. For the avoidance of doubt, the applicable Master Servicer, the applicable Special Servicer or the
Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance
or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


With
respect to each Non-Serviced Mortgage Loan, the applicable Master Servicer, the applicable Special Servicer or the Trustee shall
make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that a P&I Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any
proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the
Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of 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


 






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Trustee shall not be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage
Loan unless and until such Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances
with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may
be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as
the case may be, or otherwise. For the avoidance of doubt, the applicable Master Servicer, the applicable Special Servicer or
the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I
Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the applicable
Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the applicable Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related
Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii)
if the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date.
The applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance,
subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)          Notwithstanding
the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance
Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect
to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in
the case of a Non-Serviced Mortgage Loan, an “appraisal reduction amount” has been made in accordance with the related
Non-Serviced PSA and the applicable Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent
delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution
Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I
Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such
Distribution Date without regard to this Section 4.03(e), and (y) a fraction, expressed as a percentage, the numerator
of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the
related Appraisal Reduction Amount (or, in the case of any Whole Loan, the portion of such Appraisal Reduction Amount allocated
to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due
on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)          In
no event shall either the applicable Master Servicer or the Trustee be required to make a P&I Advance with respect to any
Companion Loan.


 






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Section
4.04 Allocation of Realized Losses.   (a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the
Realized Loss and Retained Certificate Realized Loss for such Distribution Date. Any allocation of Realized Losses or
Retained Certificate Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance
thereof by the amount so allocated. Any Realized Losses or Retained Certificate Realized Losses so allocated to a Class of
Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. The allocation of Realized Losses or Retained Certificate Realized Losses shall constitute an
allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses and
Retained Certificate Realized Losses will not constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the applicable Class of Certificates in respect of which any such
reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances
(plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a
reduction of the Aggregate Principal Distribution Amount (and corresponding to a reduction of the Principal Distribution
Amount and Retained Certificate Principal Distribution Amount) are subsequently recovered on the related Mortgage Loan, the
amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance
Certificates that previously were allocated Realized Losses and Retained Certificate Realized Losses, as applicable, and in
the case of Realized Losses, in sequential order according to the priority of payments for the Principal Balance Certificates
(other than the RR Interest) (and in the case of the Principal Balance Certificates that are Senior Certificates, on a pro
rata basis according to the amount of unreimbursed Realized Losses on such Classes), in each case up to the amount of the
unreimbursed Realized Losses and Retained Certificate Realized Losses, as applicable, allocated to such Class of Principal
Balance Certificates.


 


(b)          (I)
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the RR Interest) will be
reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with
respect to such Distribution Date; (II) on each Distribution Date, the Certificate Balance of the RR Interest will be reduced
without distribution, as a write-off to the extent of any Retained Certificate Realized Losses with respect to such Distribution
Date. Any such write off under (I) above shall be allocated in the following order:


 


(i)     
     first, to the Class G certificates;


 


(ii)          second,
to the Class F certificates;


 


(iii)         third,
to the Class E certificates;


 


(iv)          fourth,
to the Class D certificates;


 


(v)          fifth,
to the Class C certificates;


 


(vi)         sixth,
to the Class B certificates; and


 






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(vii)         seventh,
to the Class A-S Certificates and then, pro rata (based on their respective Certificate Balances), to the Class
A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates, in each case until the remaining Certificate Balances
of such Classes of Certificates have been reduced to zero.


 


(c)          With
respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class of Principal
Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b), with respect to such Distribution Date shall
reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05 Appraisal Reduction Amounts; Collateral Deficiency Amounts.   (a) For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related
Classes for purposes of removal of the applicable Special Servicer or the Operating Advisor, Allocated Cumulative Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each
Class of Certificates (other than the RR Interest) in reverse sequential order to notionally reduce the related Certificate Balances
until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class G Certificates, second,
to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth,
to the Class C Certificates, sixth, to the Class B Certificates, seventh, to the Class A-S Certificates, and finally,
pro rata based on their respective interest entitlements, to the Senior Certificates (other than the Class X-A, Class X-B,
Class X-D, Class X-E , Class X-F and Class X-G Certificates).


 


Appraisal
Reduction Amounts and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the
RR Interest on the one hand and the Senior Certificates and Subordinate Certificates, on the other hand, based on the Required
Credit Risk Retention Percentage and the Non-Retained Percentage, respectively.


 


As
of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan,
the applicable Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, taking into account the most recent Appraisal obtained by the applicable Special Servicer with respect to such Mortgage
Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt
of notice by the applicable Special Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable
Special Servicer shall (i) promptly obtain 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 Special 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 Special Servicer of the appraisal and any
other information set forth in the immediately preceding clause (i) that the applicable Special 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


 






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Deficiency Amount determination. Upon obtaining knowledge or receipt
of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall
promptly notify the applicable Special Servicer thereof. Upon reasonable prior written request, the applicable Master Servicer
shall provide the applicable Special Servicer with information in its possession that is reasonably required to calculate or recalculate
any Collateral Deficiency Amount. None of the applicable Master Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For
purposes of determining the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral
Deficiency Amounts allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in Reverse
Sequential Order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control
Eligible Certificates is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the
occurrence and continuance of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both
applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable
Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a), but only to the extent of the Allocated
Appraisal Reduction Amounts and Allocated Cumulative Appraisal Reduction Amounts.


 


With
respect to (i) any Appraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes
for purposes of removal of the applicable Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral
Deficiency Amount calculated for purposes of determining the Controlling Class or the occurrence and continuance of a Control
Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The
applicable Special Servicer shall promptly notify the applicable Master Servicer who shall notify the Certificate Administrator,
to the extent it receives such information, of the amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount
and any resulting Cumulative Appraisal Reduction Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan
(which notification shall be satisfied through delivery of such Appraisal Reduction Amount as included in the CREFC® Appraisal
Reduction Amount Template included in the CREFC® Investor Reporting Package with respect to the Collateral Deficiency Amount
and the Cumulative Appraisal Reduction Amount) and the Certificate Administrator shall promptly post notice of such Appraisal
Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate
Administrator’s Website. Based on information in its possession, the Certificate Administrator shall determine from time
to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class,
the Certificate Administrator shall notify the applicable Master Servicer, the applicable Special Servicer and the Operating Advisor
of such event, including the identity and contact information of the new Controlling Class Certificateholder and the identity
of the Controlling Class as set forth in Section 3.23(m) (the cost of obtaining such information from the Depository being
an expense of the Trust).


 






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(b)          (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right, at their sole
expense, to require the applicable Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced
Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such
Holders, the “Requesting Holders”). The applicable Special Servicer shall use its reasonable best efforts to
ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request
and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such
MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting
the applicable Special Servicer to obtain an additional Appraisal).


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, 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, shall recalculate
the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal and any information
received from the applicable Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as
the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally
restored to the extent required by such recalculation of the Appraisal Reduction Amount, Allocated Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant
to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling
Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the
applicable Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding
the date on which either (A) the applicable Special Servicer determines that no recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount is warranted or (B) the applicable Special Servicer recalculates the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”).
The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control
Eligible Certificates that is not an Appraised-Out Class, if any.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the applicable Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify
the applicable Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an
update of a prior Appraisal), the cost of which shall be paid


 






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by the applicable Master Servicer as a Servicing Advance or to the
extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly
following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with
Section 1.01(b) above), shall deliver a copy thereof to the applicable Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and
(ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder.
Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 1.01(b) above), the
applicable Special Servicer shall determine or redetermine, as applicable, and report to the applicable Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination
Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder,
the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to
such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Template format; provided, however, that the applicable Special Servicer shall not be
liable for failure to comply with such duties insofar as such failure results from a failure of the applicable Master Servicer
to provide sufficient information to the applicable Special Servicer to comply with such duties or failure by the applicable Master
Servicer to otherwise comply with its obligations hereunder. Following the applicable Master Servicer’s receipt from the
applicable Special Servicer of the calculation of the Appraisal Reduction Amounts, the applicable Master Servicer shall provide
such information to the Certificate Administrator in the form of the CREFC® Loan Periodic Update File and the CREFC®
Appraisal Reduction Template provided to it by the applicable Special Servicer or such other report or reports mutually agreed
upon between the applicable Master Servicer and the Certificate Administrator will calculate the Allocated Appraisal Reduction
Amount and the Allocated Cumulative Appraisal Reduction Amount. Such report of the Appraisal Reduction Amount shall also be promptly
forwarded by the applicable Master Servicer (or the applicable Special Servicer if the related Mortgage Loan is a Specially Serviced
Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer and
Other Trustee of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any
related Serviced Companion Loan by the applicable Master Servicer (or the applicable Special Servicer if the related Mortgage
Loan is a Specially Serviced Loan). If the applicable Special Servicer is required to redetermine the Appraisal Reduction Amount
or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the
prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a Consultation Termination Event (and unless
the related Mortgage Loan is an Excluded Loan as to such party), the applicable Special Servicer shall consult with the Directing
Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount
or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 1.01(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


 






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conducted such a valuation (in accordance with requirements of this Agreement),
as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence
of such Appraisal Reduction Event. Instead, the applicable Special Servicer may use such prior Appraisal or valuation, as applicable,
in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan;
provided that the applicable Special Servicer is not aware of any material change to the related Mortgaged Property having
occurred and affecting the validity of such Appraisal or valuation.


 


The
applicable Master Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession
that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount and Allocated Appraisal
Reduction Amount, using reasonable efforts to deliver such information, within four (4) Business Days following the applicable
Special Servicer’s reasonable request therefor; provided that the applicable Special Servicer’s failure to
timely make such request shall not relieve the applicable Master Servicer of its obligation to use reasonable efforts to provide
such information to the applicable Special Servicer within four (4) Business Days following the applicable Special Servicer’s
reasonable request. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, which has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any
Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing,
will no longer be subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal Reduction Amount
in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


 


(e)          Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced AB
Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section
4.06 Grantor Trust Reporting.  (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I


 






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of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power
to vary the investment of the Holders of the Class V Certificates or the RR Interest in the Grantor Trust so as to improve their
rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and
the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect
of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service
Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements in
the following clause and (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates and the RR Interest
their allocable share of the Excess Interest and Excess Interest Distribution Account, in the time or times and in the manner
required by the Code.


 


(b)          The
Grantor Trust is a WHFIT that is WHMT. The Certificate Administrator will report as required under the WHFIT Regulations to the
extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that Hare & Co. LLC is the only
“middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the
identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to indemnification
in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first
sentence of this paragraph is incorrect.


 


(c)          The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class V Certificate or an RR Interest, by acceptance of its interest in such Class of securities, will be deemed to have
agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount
of proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate or an RR Interest, including
the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator
shall assume there is no secondary market trading of WHFIT interests.


 


(e)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and


 






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updated to the extent such CUSIP has been received.
Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The
Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely
CUSIP information.


 


Section
4.07     Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document
Request Tool.  (a) The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A
Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s
Website, where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions
to (A) the Certificate Administrator relating to the Distribution Date Statement, (B) the applicable Master Servicer or the
applicable Special Servicer, as the case may be, relating to the reports being made available pursuant to Section
3.13(b) and Section 3.13(e), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related
Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared
by the Operating Advisor or actions by the applicable Special Servicer referenced in any Operating Advisor Annual Report
(each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the
applicable Master Servicer, the applicable Special Servicer, Certificate Administrator or the Operating Advisor, as
applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master
Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to
the appropriate person (in the case of the General Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the
applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as
applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which
reply of such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, shall be delivered to the
Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the
Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or
the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be
responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall
post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the
applicable Master Servicer, the applicable Special Servicer or the Operating Advisor determines, in its respective sole
discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be
in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of
applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the applicable Master Servicer,
the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any
Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception, (vi) that
answering the Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or disclosure of
attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable,


 






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it shall not be required to answer such Inquiry and, in the
case of the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor, shall promptly notify the Certificate
Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications with the
Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as
part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the
event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that
a Master Servicer, a Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if
it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling
and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, a Master
Servicer, a Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no
inference should or may be drawn from the fact that a Master Servicer, a Special Servicer, the Certificate Administrator or the
Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the applicable Master Servicers, the Special Servicers, the Certificate Administrator,
the Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the
Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The
Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer
thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The
Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Certificate
Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries
from Certificateholders for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders
that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the


 






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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: BANK2017BNK7@ncb.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below,
shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable
period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports,
as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider
in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s
Website. If the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer determines, in its
respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing
Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected
to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, such Master Servicer or such Special Servicer, as applicable, and (B) the Certificate Administrator,
such Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good
faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses
is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable,
under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
shall not be liable for the failure by any other such


 






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Person to so answer. Questions posted on the Rating Agency Q&A Forum
and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08     Secure Data Room.   (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon
the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date,
deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload
the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor,
in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification
substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the 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.


 






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(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-4, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar,
be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may,
consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The
Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000
and in integral multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A Certificates and Class
X-B Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000,
and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class R and Class
V Certificates and the RR Interest) will be issuable in minimum Denominations of authorized initial Certificate Balance of not
less than $100,000, and in integral multiples of $1.00 in excess thereof. The RR Interest will be issuable in minimum Denominations
of authorized initial Certificate Balance of not less than $1.00 and in integral multiples of $0.01 in excess thereof. If the
Original Certificate Balance or initial Notional Amount, as applicable, of any Class of Certificates (other than the RR Interest)
does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original
Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00
that does not exceed such amount. The Class V Certificates shall be issued, maintained and transferred in minimum percentage interests
of 5% of such Class V Certificates and in integral multiples of 1 in excess thereof. The Class R Certificates


 






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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 RREF III Debt AIV, LP or
an affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities
laws, then the following subsections (a)-(d) shall apply.


 


(a)          Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered
Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository,
and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on
behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement
of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation
S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial
interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry
Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f).
During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial
Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests
in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange
for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The
aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for
the Depository, as hereinafter provided;


 






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On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)          Certificates
of each Class of Non-Registered Certificates (other than any Risk Retention Certificates or RR Interest during the Transfer Restriction
Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry
Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for
the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance
of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the
Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)          Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of
Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name
of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates
to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class V Certificates shall only be
in the form of Definitive Certificates, and the RR Interest shall be issued in the form of Definitive Certificates at all times
during the RR Interest Transfer Restriction Period.


 


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to
enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive
Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer


 






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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 each Retaining Party’s respective interest shall be tracked in
the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping
Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold the RR Interest in
safekeeping and shall release the same only upon receipt of written instructions, and in accordance with any authentication procedures
as may be utilized by the Certificate 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
into which the RR Interest shall be held and which shall be governed by and subject to this Agreement. In addition, on and after
the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account
for each Retained Party. The RR Interest to be delivered in physical form to the Certificate Administrator shall be delivered
as set forth herein. No amounts distributable to the RR Interest shall be remitted to the Retained Interest Safekeeping Account,
but shall be remitted directly to each Retained Party in accordance with written instructions provided separately by each Retained
Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping the RR Interest shall the Certificate
Administrator be obligated to bring legal action or institute proceedings against any person on behalf of the Retained Parties.
During the RR Interest Transfer Restriction Period and for such longer time as the Retaining Parties may request, the Certificate
Administrator shall hold the Definitive Certificate representing the RR Interest at the below location, or any other location;
provided the Certificate Administrator has given notice to each of the Retaining Parties of such new location:


 


Wells
Fargo Bank NA


Attn:
Security Control and Transfer (SCAT) – MAC N9345-010


425
E Hennepin Avenue


Minneapolis,
MN 55414


 


The
Certificate Administrator shall make available to each Retaining Party its respective account information as mutually agreed upon
by the Certificate Administrator and each respective Retaining Party, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of an RR Interest shall be subject to Section 5.03(g) and Section 5.03(i).


 






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The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial
settlement and sale of the RR Interest on the Closing Date.


 


Section
5.03 Registration of Transfer and Exchange of Certificates.   (a) The Certificate Administrator shall
keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate
and accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest as Definitive Certificates
on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicers and the Special Servicers
any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services
in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in
this Section 5.03(a).


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial
interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest has
been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A


 






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Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)          Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the 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


 






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Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer
of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to
be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate
for an interest in the 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


 






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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.


 


(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Risk Retention Certificate
or a Vertical RR Interest during the Transfer Restriction Period or (b) a Class R Certificate) wishes at any time to exchange
its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer
all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest
in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable,
and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest
in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions
from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest
in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to
be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is
the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable Book-Entry
Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book-Entry
Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to
be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor
a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall
instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance
of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the
Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate
Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be
by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as may
be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), and subject to the


 






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issuance and transfer of a Risk Retention Certificate or a Vertical RR Interest during the Transfer
Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of
an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)          Transfers
of RR Interest. At all times, if a Transfer of any RR Interest after the Closing Date is to be made, then the
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 with a medallion stamp
guarantee of the Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer
substantially in the form attached hereto as Exhibit D-4, which such certification must be countersigned by the
Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor. Upon receipt of the foregoing certifications,
the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(n), reflect such RR Interest in
the name of the prospective Transferee. For the avoidance of doubt, in no event shall an RR Interest be held as a Book-Entry
Certificate during the RR Interest Transfer Restriction Period.


 


(j)          Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through
(f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation
S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(k)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(l)          If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule
144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(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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Risk Retention Certificates and the RR Interest, the applicable Retaining Parties)
of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto,
to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject to the fiduciary
responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section
3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d)
of the Code or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using
the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its general account under circumstances whereby the purchase and holding of
such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under
Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not
result in a non-exempt violation of Similar Law) or (ii) if such Certificate is presented for registration in the name of a purchaser
or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of
the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate
Registrar, the Master Servicers, the Special Servicers, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset
Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section
4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator
shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and
Certificate Administrator have received either the representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne
by any of the Depositor, either Master Servicer, 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 or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each prospective transferee of a Class
R or Class V Certificate shall deliver


 






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to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not and will not become a Plan or a person acting on behalf
of or using the assets of a Plan. Each Holder of a Class R or Class V Certificate shall be deemed to represent that it is not
and will not become a Person specified in the second preceding sentence. Any attempted or purported transfer in violation of these
transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve
the transferor of any obligations with respect to the applicable Certificates.


 


(p)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)          Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has
paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the
holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest,
(3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any
other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee


 






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expressly agrees to be bound by and to abide by the provisions of this Section 5.03(p)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in its Transferee Affidavit are false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, that the
Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may
be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(q)          The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(r)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest
or original issue discount payments or advances thereof 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.


 






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(s)          Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)          Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03(s), or (C) (except with respect to the Class R Certificates) is an institution that is not a
United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)          Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States
Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to
the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case,
in accordance with any applicable federal securities laws and any applicable securities laws of any state of the United States
or any other jurisdiction.


 


(iii)          Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03(s).


 


(iv)          Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


(t)          Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA
Plan”), including any fiduciary


 






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purchasing Certificates on behalf of an ERISA Plan (“Plan Fiduciary”),
as a condition of its purchase of such Certificate, will be deemed to have represented that:


 


(i)          none
of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities (the
“Transaction Parties”), has provided or will provide advice with respect to the acquisition of Certificates
by the ERISA Plan, other than to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either:
(a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar
institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance
carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of
assets of an ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment
adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment
adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested in the Certificates
will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not
be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account
or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(ii)      
    the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with
respect to particular transactions and investment strategies, including the acquisition of Certificates by the ERISA
Plan;


 


(iii)          the
Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(iv)          none
of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in the Certificates or to negotiate the
terms of the ERISA Plan’s investment in the Certificates or receives a fee or other compensation from the ERISA Plan or
Plan Fiduciary for the provision of investment advice in connection with the acquisition by the ERISA Plan of the Certificates;
and


 


(v)     
     the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the
Transaction Parties is undertaking to provide impartial investment advice or to give advice in a fiduciary capacity; and (b)
of the existence and nature of the Transaction Parties financial interests in the ERISA Plan’s acquisition of the
Certificates.


 


The
above representations in this paragraph are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these provisions
are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.


 






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Section
5.04 Mutilated, Destroyed, Lost or Stolen Certificates.   If (a) any mutilated Certificate is surrendered
to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it
to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired
by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection
with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of
a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership
in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05 Persons Deemed Owners.   The Master Servicers, the Special Servicers, the Certificate Administrator,
the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all
other purposes whatsoever, and none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee,
the Certificate Registrar or any agent of any of them shall be affected by any notice to the contrary; provided, however, that
to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute
such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section
5.06 Access to List of Certificateholders’ Names and Addresses; Special Notices.    (a)
The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it
of the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i)
requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such
Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or under
the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate
Registrar shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator
of any Certificateholder or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator
shall promptly notify such Certificateholder or Certificate Owner of the identity of then-current Directing Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which information was derived. The Master Servicers, the Special Servicers, the Trustee, the Certificate 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.


 






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(b)          (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially
the following form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator
received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate
Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”). The requesting
Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate Owners with
regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other Certificateholders
and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number], [email address]
and/or [mailing address].”


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable
to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate will be paid by the Trust.


 


Section
5.07 Maintenance of Office or Agency.   The Certificate Registrar shall maintain or cause to be maintained
an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served.
The Certificate Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC 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.


 






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Section
5.08 Appointment of Certificate Administrator.   (a) Wells Fargo Bank, National Association is hereby
initially appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator
resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements
set forth in Section 8.06.


 


(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not relieve the Certificate
Administrator of its duties or obligations hereunder.


 


(f)          The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicers, the Special Servicers
or the Depositor.


 


Section
5.09 [RESERVED]


 


Section
5.10 Voting Procedures.   With respect to any matters submitted to Certificateholders for a vote, the
Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and directly
with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance
with the following procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)          Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is 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.


 






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Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 






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[End
of Article V]


 


ARTICLE
VI



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


 


Section
6.01 Representations, Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and
the Asset Representations Reviewer.   (a) Each Master Servicer, for itself only, hereby represents, warrants
and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder,
the Depositor, the Certificate Administrator, each Special Servicer, the Asset Representations Reviewer and the Operating Advisor,
as of the Closing Date, that:


 


(i)     
     The Master Servicer is a national banking association, duly organized, validly existing and in
good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each
State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this
Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(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


 






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not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)          No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)          The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)         No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement;


 


(b)          Each
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)     
     The Special Servicer is (A) in the case of the General Special Servicer, a limited liability
company, duly organized, validly existing and in good standing under the laws of the State of Delaware and (B) in the case of
the NCB Special Servicer, a national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America, and in each case, the Special Servicer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)   
       The execution and delivery of this Agreement by the Special Servicer, and the
performance and compliance with the terms of this Agreement by the Special Servicer, do not (A) violate the Special
Servicer’s organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to
which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order,
judgment or decree to which the Special Servicer or its property is


 






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subject, which, in the case of either (B) or (C),
is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this
Agreement or its financial condition;


 


(iii)          The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


(vi)          No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)          The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)         No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion


 






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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;


 


(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


 






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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 accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of


 



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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.


 


Section
6.02 Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer.   The Depositor, each


 






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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, 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


 






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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 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.   


 






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(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
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


 






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good faith believed by the applicable Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine
and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)          None
of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers,
the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor and
the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved,
such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance
with the related Intercreditor Agreement and will also be payable out of the other funds in the applicable Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled
to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the applicable
Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          Each
of the Master Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer(s) (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicers or in the
case of the other Master Servicer), the Special Servicer(s) (in the case of the Master Servicers or in the case of the other Special
Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold
them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’
fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as
a result of any


 






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willful misconduct, bad faith or negligence of such Master Servicer or such Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by such Master Servicer
or such Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by such Master Servicer or such Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the applicable
Master Servicer or the applicable Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure
to so notify the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless such Master Servicer’s
or such Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


Each
of the Master Servicers and the Special Servicers shall indemnify and hold harmless the Depositor from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by such
Master Servicer or such Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information
Provider as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section
3.12, Section 3.17(c) and Section 3.18(g) or (ii) a breach by such Master Servicer or such Special Servicer,
as applicable, of any obligation it has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including
reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may
sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The
Depositor, the applicable Master Servicer, the applicable Special Servicer, the Asset Representations Reviewer or the Operating
Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Trustee or


 






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the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory
to the Depositor, such Master Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer,
the Asset Representations Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.
Any failure to so notify the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s
defense of such claim is materially prejudiced thereby.


 


(e)          The
Depositor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses
and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or
by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the
Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect
to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to such
Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or such Special Servicer, as the case may
be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s
defense of such claim is materially prejudiced thereby.


 


(f)          The
Operating Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses
and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The applicable Master Servicer, the applicable Special Servicer, the Trustee, the


 






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Certificate Administrator, the Asset Representations
Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating
Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including in its
capacity as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Operating Advisor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties
hereunder.


 


(h)          The
Asset Representations Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses
and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder
or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect
or consequential damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to such
Master Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim
is materially prejudiced thereby.


 






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(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Depositor, Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders,
members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage
Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of either Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer.


 


(j)          For
purposes of this Section 6.04 and Section 11.12, any Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if such Master Servicer or such
Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because such Master Servicer or such
Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or
potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code (for which determination such Master Servicer and such Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


(k)          The
NCB Master Servicer shall indemnify and hold harmless the General Master Servicer and its partners, directors, officers, shareholders,
members, managers, employees or agents from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments and other costs and expenses incurred by the General Master Servicer or such Persons
in connection with any CREFC® Schedule AL File prepared by the General Master Servicer that arise out of or are based upon
any error, inaccuracy or incompleteness in any NCB CREFC® Schedule AL File or NCB Schedule AL Additional File delivered by
the NCB Master Servicer to the General Master Servicer pursuant to Section 3.12(d) or any failure by the NCB Master Servicer to
deliver to the General Master Servicer any NCB CREFC® Schedule AL File or NCB Schedule AL Additional File by the time specified
in Section 3.12(d).


 


Section
6.05     Depositor, Master Servicers and Special Servicers Not to Resign. Subject to the provisions of Section
6.03, none of the Master Servicers or the Special Servicers shall resign from their respective obligations and duties hereby
imposed on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under
applicable law or (b) in the case of a Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor (which may be appointed by the


 






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resigning Master Servicer or Special Servicer, as applicable), and
receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25). Any such determination permitting the resignation of such Master Servicer or such Special Servicer pursuant
to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered
to the Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder.
Unless applicable law requires the resignation of such Master Servicer or such Special Servicer (as the case may be) to be effective
immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by such Master
Servicer or such Special Servicer under clause (a) above shall become effective until the Trustee or a successor master
servicer or special servicer, as applicable, shall have assumed such Master Servicer’s or such Special Servicer’s,
as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by such Master
Servicer or such Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form
8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion
Loan. Upon any termination (as described in Section 7.01(c)) or resignation of such Master Servicer or such Special Servicer,
pursuant to this Section 6.05, such Master Servicer or such Special Servicer, as applicable, shall have the right and opportunity
to appoint any successor master servicer or special servicer with respect to this Section 6.05; provided that, such successor
master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective
Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved
by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable
out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate
Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section
7.01(c), in no event shall such Master Servicer or such Special Servicer have the right to appoint any successor master servicer
or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section
7.01.


 


Section
6.06 Rights of the Depositor in Respect of the Master Servicers and the Special Servicers. The Depositor may,
but is not obligated to, enforce the obligations of either Master Servicer and either Special Servicer hereunder and may, but
is not obligated to, perform, or cause a designee to perform, any defaulted obligation of either Master Servicer and either Special
Servicer hereunder or exercise the rights of either Master Servicer or either Special Servicer, as applicable, hereunder; provided,
however, that either Master Servicer and either Special Servicer shall not be relieved of any of their respective obligations
hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by either Master Servicer or either Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicers, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 






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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) Other than with respect to
any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event
has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the applicable Special Servicer
with respect to all Major Decisions for all Mortgage Loans (other than any Excluded Loan with respect to the Directing Certificateholder),
(2) the applicable Special Servicer with respect to all Mortgage Loans, as to the Special Servicer Decisions described in clauses
(iv), (v), (vi) and (vii) of the definition of “Special Servicer Decision” and (3) the Master
Servicer to the extent the Directing Certificateholder’s consent is required by clauses (x) and (xii) of the
definition of “Master Servicer Decision”, and (b) the Risk Retention Consultation Party shall (other than with respect
to an Excluded Loan with respect to the Risk Retention Consultation Party) be entitled to consult on a strictly non-binding basis
with the applicable Special Servicer (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
(such limitation not to be applicable to a Loan-Specific Directing Certificateholder), the Special Servicer shall only be permitted
to take any of the following actions (each, a “Major Decision”) as to which the Directing Certificateholder
has consented in writing within ten (10) Business Days after the Directing Certificateholder’s receipt of the 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, which report may (in the
sole discretion of the Special Servicer) take the form of an Asset Status Report (the “Major Decision Reporting Package”)
(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;


 






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(ii)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
or Serviced Whole Loan other than in connection with a maturity default if refinancing or sale is expected within 120 days as
provided in clause (viii) of the definition of Master Servicer Decisions;


 


(iii)          following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)          any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with Section
3.16(iii) of this agreement 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 material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any 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 and for which there is no lender discretion;


 


(vii)         any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan, or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor, other than (A) any such transfer as described under clause (xiii) of the definition of
“Master Servicer Decision”, or (B) solely with respect to a NCB Co-op Mortgage Loan, subject to the satisfaction of
various conditions and subject to certain parameters set forth in this Agreement, (a) the waiver of a “due-on-encumbrance”
clause with respect to a NCB Co-op Mortgage Loan to permit subordinate financing as to which the NCB Subordinate Debt Conditions
have been satisfied and (b) the incurrence of additional unsecured indebtedness by a Mortgagor of an NCB Co-op Mortgage Loan;


 


(viii)         other
than in the case of a 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 the Mortgage Loan has an outstanding principal balance equal to or greater than $10,000,000;


 






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(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 NCB Co-op Mortgage Loan, releases of any material amounts from escrow accounts, reserve accounts or letters
of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage
Loan (other than a Non Serviced Mortgage Loan) or a Serviced Whole Loan and for which there is no lender discretion, and other
than those that are permitted to be undertaken by the Master Servicer without the consent of the Special Servicer under the this
Agreement;


 


(xi)          any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xii)          subject
to the proviso at the end of this definition, any modification, amendment, consent to a modification or waiver of any material
term of any Intercreditor Agreement, co-lender agreement or similar agreement with any mezzanine lender, subordinate debt holder
or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any action to enforce rights (or decision not
to enforce rights) with respect thereto; provided, however, that any such modification or amendment that would adversely impact
the applicable Master Servicer shall additionally require the consent of such Master Servicer as a condition to its effectiveness;


 


(xiii)          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 loan documents do not otherwise permit such principal prepayment;


 


(xiv)          other
than with respect to a non-Specially Serviced Loan, any determination of Acceptable Insurance Default; and


 


(xv)          any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents, other than with respect to an NCB
Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied;


 


provided
that with respect to any Non-Specially Serviced Loan, if the applicable Special Servicer determines, with respect to
clause (xii) above, that a modification, amendment or waiver is


 






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administrative in nature, including a note splitting amendment, it shall
provide written notice of such determination to the applicable Master Servicer, in which case, such Master Servicer shall process
such decision and such decision will be deemed to be a Master Servicer Decision and not a Major Decision; provided, further, that
the applicable Special Servicer shall make any such determination and provide any such notice within two (2) business days of
its receipt of a request related to any such decision; provided, further, that, in the event that the applicable Special Servicer
or the applicable Master Servicer, as the case may be, determines that immediate action, with respect to the foregoing matters
or any Master Servicer Decision, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor), is necessary to protect the interests of the Certificateholders
(or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans)), the applicable
Special Servicer or the applicable Master Servicer, as the case may be, may take any such action without waiting for the Directing
Certificateholder’s response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation
Party or the 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 Loan with respect to the Directing Certificateholder (and any other actions which otherwise
require consultation with the Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination
Event hereunder) and consider alternative actions recommended by the Directing Certificateholder in respect thereof. Additionally,
upon request, the applicable Special Servicer shall consult with the Risk Retention Consultation Party on a non-binding basis
((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 Loan with respect to the Risk Retention Consultation Party and
consider alternative actions recommended by the Risk Retention Consultation Party, in respect thereof. In the event the applicable
Special Servicer receives no response from the Directing Certificateholder or the Risk Retention Consultation Party within 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


 






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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 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 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 Special Servicer Decision or 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 the applicable Special Servicer shall
process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence,
the applicable Master Servicer shall have no further obligation with respect to such request or such Special Servicer Decision
or Major Decision. With respect to such request, the applicable Master Servicer shall continue to cooperate with the applicable
Special Servicer by delivering any additional information in the applicable Master Servicer’s possession to the applicable
Special Servicer requested by the applicable Special Servicer relating to such Special Servicer Decision or Major Decision. The
applicable Master Servicer shall not be permitted to process any Special Servicer Decision or Major Decision and shall not be
required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any Special Servicer
Decision or 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 Event, any Major Decision
relating to a Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation
Party or the holder of the majority of the RR Interest), the Special Servicer shall provide copies of any notice, information
and report that it is required to


 






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provide to the Directing Certificateholder pursuant to this Agreement with respect to such Major
Decision to the Risk Retention Consultation Party, within the same time frame it is required to provide such notice, information
or report to the Directing Certificateholder (for this purpose, without regard to whether such items are actually required to
be provided to the Directing Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a
Consultation Termination Event).


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the
Holder of the majority of the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer
with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the
applicable Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing
Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything
herein to the contrary, no such direction or objection contemplated by the preceding paragraphs of this Section 6.08(a)
or this paragraph may require or cause the applicable Master Servicer or applicable Special Servicer to violate any provision
of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement,
or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion
Loan), including without limitation the obligation of either Master Servicer and either Special Servicer to act in accordance
with the Servicing Standard, or expose the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities
of either Master Servicer or either Special Servicer, as applicable, hereunder or cause either Master Servicer or either Special
Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the applicable Master Servicer
or the applicable Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In
the event a Special Servicer or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or any advice from the Directing Certificateholder or the Risk Retention Consultation Party, would cause such Special Servicer
or such Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, such Special Servicer or such Master Servicer, as applicable, shall disregard such
refusal to consent or advise and notify the Directing Certificateholder or the Risk Retention Consultation Party, respectively,
and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor.
The taking of, or refraining from taking, any action by such Master Servicer or such Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder or the approval of the Risk Retention Consultation Party that does not violate
the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result
in any liability on the part of such Master Servicer or such Special Servicer.


 


With
respect to any matter for which the consent of the Directing Certificateholder is required, to the extent no specific time period
for deemed consent is expressly stated, in the


 






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event no response from the Directing Certificateholder is received within ten (10)
Business Days following written request for consent and its receipt of all reasonably requested information on any required consent,
the Directing Certificateholder shall be deemed to have consented to or approved the specific matter; provided that the failure
of the Directing Certificateholder to respond will not affect any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder shall not be
protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason
of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests
of one or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates,
and that the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling
Class, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties or liability
to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be
liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling Class,
and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may
take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof
for having so acted.


 


The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that the Risk Retention
Consultation Party shall not be protected against any liability to a Holder of an RR Interest that would otherwise be imposed
by reason of willful misconduct, bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest
or by reason of reckless disregard of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Risk Retention Consultation Party may take actions that favor the interests
of one or more Classes of the Certificates including the Holders of an RR Interest 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.


 






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Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced
PSA over other classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related
Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason
of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that
the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan with respect to a Directing Certificateholder), the Directing Certificateholder
shall have no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) and the Risk Retention Consultation
Party shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement,
and the applicable Special Servicer and any other applicable party shall consult (on a non-binding basis) with the Directing Certificateholder
and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with respect
to any Excluded Loan as to such party) to the extent set forth herein in connection with any action to be taken or refrained from
being taken to the extent set forth herein; and (iii) after the occurrence and during the continuance of a Consultation Termination
Event (and at any time with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the
majority of the Controlling Class), the Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder
and, other than with respect to any Excluded Loan with respect to the Risk Retention Consultation Party or the holder of a majority
of the RR Interest, the Risk Retention Consultation Party shall remain entitled to receive any notices, reports or information
to which it is entitled pursuant to this Agreement, and the applicable Special Servicer and any other applicable party shall consult
with the Risk Retention Consultation Party to the extent set forth herein in connection with any action to be taken or refrained
from being taken to the extent set forth herein.


 






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Section
6.09   Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth
in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be
imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except,
in the case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities
are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association, or where the
groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers
or Servicing Officers, as applicable.


 


[End
of Article VI]


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section
7.01 Servicer Termination Events; Master Servicers and Special Servicers Termination. (a) “Servicer
Termination Event”, wherever used herein, means, with respect to either Master Servicer or either Special Servicer,
as the case may be, any one of the following events:


 


(i)          (A)
any failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection Account,
or remit to the Companion Paying Agent for deposit into the Companion Distribution Account, on the day and by the time such deposit
or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business
Day or (B) any failure by such Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any
Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York
City time) on the relevant Distribution Date; or


 


(ii)          any
failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the applicable Master Servicer for deposit into the applicable Collection Account or any 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


 






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Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to such Master Servicer or such Special
Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not
less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by
that failure, by the related Serviced Companion Noteholder; provided, however, if such failure is capable of being cured and such
Master Servicer or such Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional
thirty (30) days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange Act
reporting; or


 


(iv)          any
breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to such Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to such Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing
of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however,
that if such breach is capable of being cured and such Master Servicer or such Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


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


 






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(viii)          either
of Moody’s or DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable, on “watch
status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch
status” placement shall not have been withdrawn by Moody’s or DBRS, as applicable, within sixty (60) days of such
rating action) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with such Master
Servicer or Special Servicer, as the case may be, as the sole or a material factor in such rating action; or


 


(ix)          such
Master Servicer or such Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting.


 


(b)          If
any Servicer Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes of this Section
7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so long as
such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of ((i) prior to the
occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to
the Directing Certificateholder or the Holder of the majority of the Controlling Class) the Directing Certificateholder (solely
with respect to the Special Servicer) or the Holders of Certificates entitled to more than 25% of the Voting Rights, the Trustee
shall, terminate (and the Depositor may direct the Trustee to terminate each of such Master Servicer or such Special Servicer,
as the case may be, upon five (5) Business Days’ written notice if there is a Servicer Termination Event under clause
(A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to the Affected Party, with a copy of
such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04
and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other
than as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled
to the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under
this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice
except as otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether
with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee with respect to a termination of such Master Servicer or such Special Servicer pursuant to and under
this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf
of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. Such Master
Servicer and such Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the
Trustee with all documents and records requested by it to enable it to assume such Master Servicer’s or such Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master


 






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Servicer’s
or such Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by such Master Servicer to its Collection Account
or any Servicing Account (if it is the Affected Party), by such Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be received with respect to the applicable Mortgage Loans or any REO Property (provided, however, that such Master
Servicer and such Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section
7.01(d) (with respect to such Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under
this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of such Special Servicer
or such Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and
agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding
any such termination).


 


(c)          If
a Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or (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 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).


 






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(d)          Subject
to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect
to the Directing Certificateholder, the Directing Certificateholder shall be entitled to terminate the rights (subject to Section
3.11 and Section 6.04) and obligations of such Special Servicer under this Agreement, with or without cause, upon ten
(10) Business Days’ notice to such Special Servicer, the Master Servicers, the Certificate Administrator, the Trustee and
the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting the requirements
of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’
notice set forth in this Section 7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s
right to terminate the applicable Special Servicer’s rights and obligations under this Agreement without cause with respect
to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination of such Special
Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan with respect to the Directing Certificateholder)
shall appoint a successor special servicer to assume the duties of such Special Servicer hereunder; provided, however, that (i)
such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation
and, in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of such Special Servicer
shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal
Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Allocated Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance
Certificates (other than the RR Interest) requesting a vote to replace the applicable Special Servicer with a new special servicer
designated in such written direction to assume the duties of such Special Servicer hereunder, (b) payment by such Holders to the
Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses)
to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional expenses
of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from
each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders) and confirmation from the
applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator
shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance
with Section 3.13(b) and concurrently by mail, conduct the solicitation of votes of all Certificates (other than the RR
Interest) in such regard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the posting
of such notice, and if not so received, such votes shall be null and void ab initio. Upon the written direction of Holders
of Certificates evidencing at least 66-2/3% of a Certificateholder


 






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Quorum of Certificates, the Trustee shall terminate all of
the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor special servicer
to assume the duties of such Special Servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.
The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may (i)
access such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications
when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove a Special
Servicer shall not apply to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period or to any Servicing
Shift Whole Loan.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal
Period, to replace the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after
the date such successor special servicer becomes a Special Servicer) all of the responsibilities, duties and liabilities of such
Special Servicer under this Agreement from and after the date it becomes a Special Servicer as they relate to any Serviced AB
Whole Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate
Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect
that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement
will be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications
and exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the
occurrence and continuance of a consultation termination event under the related Non-Serviced PSA, by the related Non-Serviced
Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace such Special Servicer
with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at
the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


Following
the occurrence and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines in its sole discretion exercised in good faith that the applicable Special Servicer is not performing its duties


 






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as required hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to such Special Servicer, a written report in the form of Exhibit
W attached hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor
considered relevant to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer to assume
the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard.
Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting
Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis within 180 days of posting of the Operating
Advisor’s recommendation to the Certificate Administrator’s Website, and if not so received, such votes shall be null
and void ab initio, and (ii) receipt by the Certificate Administrator following satisfaction of the foregoing clause
(i) of Rating Agency Confirmation from each Rating Agency and confirmation from the applicable rating agencies that such appointment
(or replacement) will not result in the downgrade, withdrawal or qualification of then-current ratings of any class of any related
Serviced Pari Passu Companion Loan Securities, the Trustee shall (i) terminate all of the rights and obligations of such Special
Servicer under this Agreement and appoint a successor special servicer approved by the Certificateholders and (ii) promptly notify
such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including
reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering
such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional
expense of the Trust. In the event that the Trustee does not receive at least a majority of the requested votes, then the Trustee
shall have no obligation to remove such Special Servicer. Prior to the appointment of any replacement special servicer, such replacement
special servicer shall have agreed to succeed to the obligations of such Special Servicer under this Agreement and to act as such
Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend
the replacement of a Special Servicer with respect to an AB Whole Loan so long as the related Serviced Companion Noteholder is
not subject to an AB Control Appraisal Period under the related Intercreditor Agreement or with respect to any Servicing Shift
Whole Loan.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim


 






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arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of a Special Servicer).


 


(e)          Each
Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to such
Master Servicer or Special Servicer, as applicable. In no event shall the remedy for a breach of the foregoing covenant extend
beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c).
The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a Serviced Companion Loan, the related
holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if such Master Servicer is not
otherwise terminated, or (2) if a Servicer Termination Event on the part of a Master Servicer affects only a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then such Master
Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of
any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced Companion Loan,
such Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole
Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if at
any time the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, the resigning Special Servicer shall select the related Excluded Special
Servicer. The applicable Special Servicer shall not have any liability with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer so long as, on the date
of the appointment, the selected Excluded Special Servicer is a Qualified Replacement Special Servicer. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to
any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified
Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator
and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form
8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 






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If
at any time the applicable Special Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with
respect to an Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming
REO Property), (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall
no longer be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for
such related Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing
compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan
or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the applicable Special Servicer for the related Excluded
Special Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer
Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
that the applicable Special Servicer shall remain entitled to all other special servicing compensation with respect to all
Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer,
as the case may be, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan
or an Excluded Special Servicer Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or
the applicable Special Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties
to this Agreement.


 


Section
7.02 Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer,
as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives
a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor
to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the
Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as such Master
Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and
shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits,
responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for
the benefit of such Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however,
that any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01
to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the
predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as
successor to such Master Servicer or such Special Servicer, as the case may be, shall not be liable for any of the representations
and warranties of such Master Servicer or such Special Servicer,


 






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respectively, herein or in any related document or agreement,
for any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the predecessor
Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder
solely as a result of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section
3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees
relating to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to if such Master Servicer
had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant
to Section 3.06, and subject to Section 3.11, and the Trustee as successor to such Special Servicer shall be entitled
to the Special Servicing Fees to which such Special Servicer would have been entitled if such Special Servicer had continued to
act hereunder. Should the Trustee succeed to the capacity of such Master Servicer or such Special Servicer, as the case may be,
the Trustee shall be afforded the same standard of care and liability as such Master Servicer or such Special Servicer, as applicable,
hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its
role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to that Master Servicer or
that Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by
each Rating Agency, or if the Directing Certificateholder (solely with respect to such Special Servicer) ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class) or the Holders of Certificates entitled to more than
50% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and
otherwise herein, as the successor to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer hereunder.
No appointment of a successor to such Master Servicer or such Special Servicer hereunder shall be effective until (i) the assumption
in writing by the successor to such Master Servicer or such Special Servicer of all its responsibilities, duties and liabilities
hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), (iii) such appointment (solely with respect to such Special Servicer) has been approved (prior to the occurrence and
continuance of a Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld
and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any
other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to such
Master Servicer or such Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee
shall act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to such
Master Servicer or such Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor


 






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shall agree; provided, however, that no such compensation
with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted
the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer
or the non-terminated Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the
servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor
Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be)
has not reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses
within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided that
the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to
the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting
such termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the
Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination,
or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and
expenses. For the avoidance of doubt, if the Trustee is terminating a Master Servicer or the Special Servicer in accordance with
this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate such Master Servicer or
such Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this
paragraph.


 


Section
7.03 Notification to Certificateholders. (a) Upon any resignation of a Master Servicer or a Special Servicer
pursuant to Section 6.05, any termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 or
any appointment of a successor to a Master Servicer or a Special Servicer pursuant to Section 7.02, the Certificate Administrator
shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04 Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer
Termination Event; provided, however, that a Servicer Termination Event under clause (i), (ii) or (viii) of Section
7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes, and a Servicer Termination
Event under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI) may be waived only with
the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights of any affected holder
of a


 






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Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination Event shall cease
to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination
Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses
incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such waiver
from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.


 


Section
7.05 Trustee as Maker of Advances. In the event that a Master Servicer fails to fulfill its obligations hereunder
to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by a Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with
respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I
Advances pursuant to the Certificate 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


 






    -390-


     


    

 


conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained
in this Agreement shall not be construed as a duty.


 


(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to
the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
a Master Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good
faith, pursuant to this Agreement.


 


(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


 






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Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section
8.02 Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in
Section 8.01:


 


(i)          The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper 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;


 


(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


 






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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.


 


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


 






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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, and including reasonable attorneys’ fees and expenses and expenses relating
to the enforcement of such indemnity) arising out of, or incurred in connection with, any act or omission of the Trustee or the
Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties of the
Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying agent,
REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided,
however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled
to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred
or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or
the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are
not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii)
any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of


 






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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, either Master Servicer or either Special Servicer, as the
case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii)
an institution whose long-term senior unsecured debt is rated at least “A2” by Moody’s, “A-“ by
Fitch and “A” by DBRS; 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, “A-“ by Fitch and “A(low)” by DBRS, (b) its short-term debt obligations have a short-term
rating of not less than “P-2” from Moody’s and “F1” by Fitch and “R-1(low)” by DBRS
and (c) each Master Servicer maintains a long-term unsecured rating of at least “A2” by Moody’s, “A+”
by Fitch and, if rated by DBRS, “A” by DBRS; 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 Moody’s and/or Fitch) or
such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that
is not a Prohibited Party.


 


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


 






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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 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


 






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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 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


 






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the successor, as trustee for the registered Holders of BANK 2017-BNK7,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 or in blank, and (ii) in the case of the other assignable Mortgage
Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign such Mortgage
Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect
to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement
and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing
trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor
trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with any successor trustee to ensure
that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor,
as trustee for the registered Holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 or in
blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage
Note requires the signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the General Master
Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other
assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request
for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the applicable Master
Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document is assigned to
such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to it or to the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to
note the same in such certification.


 


(f)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08 Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer, each Special
Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special
Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be
required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 






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(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
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


 






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separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or a Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all
or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state
authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction
in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed
on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor,
each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion
Noteholder


 






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and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)         The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)        The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)         No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder


 






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Section
8.13     Provision of Information to Certificate Administrator, Master Servicers and Special Servicers. The applicable
Master Servicer shall promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with notice
of any change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written
notice of such change). The Certificate Administrator, the Master Servicers and the Special Servicers may each conclusively rely
on the information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder,
and the Certificate Administrator, the Master Servicers and the Special Servicers, as applicable, shall have no liability for
notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information
of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced
Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders
has not been provided to the Certificate Administrator, the Master Servicers or the Special Servicers, as applicable.


 


Section
8.14     Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)          The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 






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(v)          The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)         No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section
8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders
in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities
and money laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers
and the Master Servicers is required to obtain, verify and record certain information relating to individuals and entities which
maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicers,
as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide
to the Trustee, the Certificate Administrator, each Special Servicer and each Master Servicer, upon its respective reasonable
request from time to time such identifying information and documentation as may be available for such party in order to enable
the Trustee, the Certificate Administrator, each Special Servicer and each Master Servicer to comply with Applicable Laws.


 


[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


 






    -404-


     


    

 


of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter
set forth), the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the
Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i)
the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject
hereto, (ii) the purchase or other liquidation by the Holders of the Controlling Class, the Special Servicer servicing the greater
principal balance of the Mortgage Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater
principal balance of the Mortgage Loans as of that time, the other Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
Fund at a price equal to (a) the sum of (1) the Termination Purchase Price Amount and (2) the reasonable out-of-pocket expenses
of the Master Servicers and the Special Servicers with respect to such termination, unless the Master Servicer or the Special
Servicer, as applicable, is the purchaser of such Mortgage Loans, minus (b) solely in the case where a Master Servicer
is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued and payable
to the applicable Master Servicer in respect of such Advances in accordance with Section 3.03 and 4.03(d) and any
unpaid Servicing Fees, remaining outstanding and payable solely to such Master Servicer (which items shall be deemed to have been
paid or reimbursed to the applicable Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class
A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding,
the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates
and the RR Interest) and the payment or deemed payment by such exchanging party of the Termination Purchase Amount for the remaining
Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a)
an amount equal to the product of (i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will
be paid to the Holders of the RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product
of (i) the Non-Retained Percentage and (ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed
to the Holder or Holders of then-outstanding Certificates (other than the RR Interest) in exchange for such Certificates; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of then-outstanding Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and
Class R Certificates and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph
of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated
date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class
V and Class R


 






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Certificates and the RR Interest) and pay the Termination Purchase Amount for all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder,
not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall remit for deposit
in the Collection Account of the General Master Servicer an amount in immediately available funds equal to (a) the product of
the Required Credit Risk Retention Percentage and the Termination Purchase Amount plus (b) all amounts due and owing to the Depositor,
the Master Servicers, the Special Servicers, the Trustee and the Certificate Administrator hereunder through the date of the liquidation
of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(b),
but only to the extent that such amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the
Trust (which amount shall be further deemed distributed to the Holders of all outstanding Certificates (other than the RR Interest))
an amount equal to the product of the Non-Retained Percentage and the Termination Purchase Amount. In addition, each Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to
occur from the Collection Accounts pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced
Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion
of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been
made and following the surrender of all its Certificates (other than the Class V and Class R Certificates and the RR Interest)
on the applicable Distribution Date, (i) the Certificate Administrator shall remit to the Holders of the RR Interest in immediately
available funds an amount equal to the product of the Required Credit Risk Retention Percentage and the Termination Purchase Amount
and (ii) the Custodian shall, upon receipt of a Request for Release from the Master Servicers, release or cause to be released
to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance
with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased
the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates,
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicers, the Special Servicers, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable
by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor
Agreement remain due and owing.


 


The
Holder of the majority of the Controlling Class, the Special 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


 






    -406-


     


    

 


other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, may,
at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect
of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate Administrator,
and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that
the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or the Holders of the Class R Certificates
may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund
only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth
in the Preliminary Statement (in order to make such determination, the General Master Servicer may, at any time, request that
the NCB Master Servicer commence to periodically inform the General Master Servicer of the Stated Principal Balance of the NCB
Mortgage Loans and, commencing upon such request of the General Master Servicer, the NCB Master Servicer shall inform the General
Master Servicer (which may be through providing the General Master Servicer access to the NCB Master Servicer’s website)
of the Stated Principal Balance of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested by the
General Master Servicer of the NCB Master Servicer). This purchase shall terminate the Trust and retire then-outstanding Certificates.
In the event that a Master Servicer or a Special Servicer purchases, or the Holder of the majority of the Controlling Class or
the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the applicable Master Servicer, the applicable Special
Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be,
shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section
3.05(a), which portion shall be deposited in the Collection Account of the General Master Servicer). In addition, each Master
Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I
Advance Date from its Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts
on deposit in its Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the applicable Master Servicer, the applicable
Special Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the applicable Master Servicer, the applicable Special Servicer, the Holder of the majority of the Controlling Class
or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer of the Mortgage Loans
as assets of the Trust and REO Properties remaining in the Trust Fund. If the Holders of the majority of the Controlling Class,
the General Special Servicer, the NCB Special Servicer (if not then NCB), the General Master Servicer or the NCB Master Servicer
(if not then NCB) makes such an election, then NCB (so long as NCB is either the NCB Special Servicer or the NCB Master Servicer)
will have the option, by giving written notice to the other parties hereto no later than 30


 






    -407-


     


    

 


days prior to the anticipated date
of purchase, to purchase all of the NCB Mortgage Loans and each related REO Property remaining in the Trust, and the other party
will then have the option to purchase only the remaining Mortgage Loans and each related REO Property.


 


For
purposes of this Section 9.01, the Holder of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer servicing the greater principal balance of the Mortgage Loans
as of that time, then the other Special Servicer, then the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, then the other Master Servicer, and then the Holders of the Class R Certificates. For purposes of this
Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf
of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the
Mortgage Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other
location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant
to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution
Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates
(i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC
Distribution Account that are allocable to payments on the Class of Certificates so presented, (ii) to the Holders of the Excess
Interest Certificates or the RR Interest so presented, any amounts remaining on deposit in the Excess Interest Distribution Account,
and (iii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class
UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests
and the Class LR Interest in accordance with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) and Section
4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit
of the Certificateholders not presenting and surrendering their Certificates in the


 






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aforesaid manner and shall be disposed of
in accordance with this Section 9.01 and Section 4.01(h).


 


Section
9.02     Additional Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases,
or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC
and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which meet
the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)           the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the applicable Master Servicer,
the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 


(iii)         within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[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


 






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Servicers, the Master Servicers or the Trustee shall permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests. The Certificate Administrator
shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee shall timely sign) and file
or cause to be filed with the Internal Revenue Service, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an
application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other permissible
means. The Certificate Administrator shall be responsible for the preparation of the related IRS Form W-9, if such form is requested.
The Trustee shall be entitled to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9;
provided, however, the Certificate Administrator shall also be directed to execute such IRS Form W-9 (in lieu of
the Trustee) if permitted by IRS regulations.


 


(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Accounts as provided by Section 3.05 unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated as the “tax matters person”, in
the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, and as the
“partnership representative” (within the meaning of Section 6223 of the Code, to the extent such provision is applicable
to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holder of the largest Percentage Interest in the Class
R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties of
the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to
be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an
application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means.


 


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the


 






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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 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


 






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such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the applicable Master Servicer such reserved amounts as the applicable
Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the applicable Master
Servicer shall withdraw from the applicable Collection Account sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate
Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under this
Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome
of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest
bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount
of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code
and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax
(other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue
Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts
otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x)
in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized
Losses or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class LR Interest in the manner specified in Section 4.01(b), and (y) in the case of the Upper-Tier REMIC,
to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a) or Section 4.01(b),
as applicable, to the extent they are fully reimbursed for any Realized Losses or Retained Certificate Realized Losses, as applicable,
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee,
the Certificate Administrator, the Master Servicers or the Special Servicers shall be responsible for any taxes imposed on any
Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement
which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)         The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)          Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 






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(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.


 


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,


 






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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 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


 






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like
effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action
taken by it as such at the direction of the Certificate Administrator.


 


[End
of Article X]


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01     Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree
that the purpose of Article XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor
of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related
rules and regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or
other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission
thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time,
due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor
(or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith
for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the
extent such interpretations require compliance and are not “grandfathered”). In connection with the BANK
2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, and any Other Securitization subject to
Regulation AB that includes a Serviced Companion Loan, each of the Master Servicers, the Special Servicers, the
Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and
the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other
Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the
Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other
information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the
Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply
with the provisions of Regulation AB, together with such disclosures relating to the Master Servicers, the Special Servicers,
the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as
applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if
applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in order to effect such
compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under
this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in
sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes
of this Article XI, to the extent any party has an obligation to exercise commercially reasonable


 






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efforts to cause a third party to perform,
such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.


 


Section
11.02     Succession; Subcontractors. (a) As a condition to the succession to either Master Servicer and either Special
Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or
sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which the applicable Master
Servicer and the applicable Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or
(ii) which may be appointed as a successor to the applicable Master Servicer and the applicable Special Servicer or to any such
Sub-Servicer or Certificate Administrator, the person removing and replacing a Master Servicer and a Special Servicer or Certificate
Administrator shall provide to the Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator and each
Other Depositor (and Other Certificate Administrator, as applicable, at least fifteen (15) calendar days prior to the effective
date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor,
the Other Depositor and the Other Certificate Administrator of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Depositor and the Other Depositor, all information relating to such successor reasonably
requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply with its reporting obligation
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under
the Exchange Act); provided, however that if disclosing such information prior to such effective date would violate any applicable
law or confidentiality agreement, the Master Servicers, the Special Servicers, any Additional Servicer or the Certificate Administrator,
as the case may be, shall submit such disclosure to the Depositor and the Other Depositor no later than the effective date of
such succession or appointment.


 


(b)          Each
of the Master Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator and
each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or 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


 






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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 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.


 






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(f)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section
11.03     Filing Obligations. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05,
11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any
Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such
Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicers, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. 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


 






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any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section
11.04     Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall
file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the
Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the applicable Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other Information”
on Exhibit BB shall be reported by the applicable Special Servicer to the applicable Master Servicer within four (4) calendar
days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include
with such Additional Form 10-D Disclosure, an Additional Disclosure Notification 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


 






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the Commission’s assigned “Central
Index Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by
the applicable Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described
in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the
applicable Special Servicer within the time period specified in this Section 11.04) and the Collection Accounts as of the
related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts,
the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of
the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the
applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii)
of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if
the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the applicable
Master Servicer or the applicable Special Servicer, as the case 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.


 






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To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received a Special Notice including the information required
to be included pursuant to Section 5.06.


 


(b)          After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator shall
follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The
signing party at the Depositor can be 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 the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate


 






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Administrator receives
any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator
shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required
to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall
not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained
in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate
Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule
AL File and any Schedule AL Additional File received by the Certificate Administrator in both XML format and tabular form) concurrently
with the related Form 10-D to the Depositor for review and approval. Any questions shall be directed to ssreports@wellsfargo.com
(or such other email address as is provided; provided, however, that if any such question pertains to information
included in any NCB CREFC® Schedule AL File or NCB Schedule AL Additional File delivered by the NCB Master Servicer
to the General Master Servicer pursuant to Section 3.12(d), the General Master Servicer shall promptly provide a copy of
such question to the NCB Master Servicer (via email at BANK2017BNK7@ncb.com) and consult with the NCB Master Servicer as
to any response thereto. The General Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions
that the Depositor may pose to such Master Servicer regarding the data or information contained in any CREFC® Schedule
AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule
AL Additional File or the Annex A-1 to the Prospectus) as of the time the Master Servicer delivered such CREFC®
Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator,
the General Master Servicer, the NCB Master Servicer and the Depositor shall each, to the extent related to such party’s
obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or
any Schedule AL Additional File in a timely manner.


 


Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to
the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor
shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy
to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon
receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed
on time or if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to
Section 3.13(b), make available on the Certificate Administrator’s website a final executed copy of each Form ABS-EE
(together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator)
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at 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


 






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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 extent they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement:


 


(i)          an
annual compliance statement for the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)          (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section
11.10 is not included as


 






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an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included;


 


(iii)           (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)          a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result of changes
promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described below, be signed
by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties
set forth on Exhibit CC to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
absent such reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered
(i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications and also (ii)
by email to Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 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


 






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in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect
to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at 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 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)          Upon
written request from any Mortgage Loan Seller, Other Depositor, either Master Servicer or either Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has
received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller
or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate Administrator,
the identity of the new party.


 






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(d)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section
11.06 Sarbanes-Oxley Certification. Each Form 10-K
shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required to be included therewith pursuant to the
Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization is subject to the reporting requirements
of the Exchange Act, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the
Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect
to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall provide,
and (i) with respect to each Initial Sub-Servicer engaged by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, that is a Servicing Function Participant shall use commercially reasonable efforts to cause such Initial Sub-Servicer
to provide, and (ii) with respect to each other Servicing Function Participant with which either Master Servicer, 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 Z-7 (each,
a “Performance Certification”), as applicable, on which each Certifying Person, the entity for which such Certifying
Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a
Servicing Function Participant (other than an Initial Sub-Servicer) with which the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing
relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided
by the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian
or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information that would
have been provided by such Servicing Function Participant. In addition, in the event that any Companion Loan (other than a Non-Serviced
Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting
Servicer is provided with timely and complete contact information for the parties to such Other Securitization, each Reporting
Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley
Certification with respect to such Other Securitization either the Performance Certification or a separate certification in form
and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance
Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts
as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley
Certification from the applicable Non-Serviced Master Servicer,


 






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Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in
charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting
Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered
by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant
to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant
to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification
that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public
accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11.
In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected
Certifying Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or
the applicable sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be
provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any
affected Other Depositor and Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing
in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of
any information provided to such Reporting Servicer by third parties (including a “significant obligor”, but other
than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than
to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07 Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives
the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 






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As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such
Form 8-K Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii)
the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or
enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit
or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on
Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email
to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than
24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly,
but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than
noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each
Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at 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.


 






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The
Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable
Master Servicer and the applicable Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that
is an Additional Servicer engaged by such Master Servicer or such Special Servicer, as applicable, use commercially reasonable
efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which
it has entered into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such
Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New
York City time, on the 2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a
Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate
Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section
11.08 Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide
notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the
Certificate Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect
of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be
filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the
filing of such form, subject to Section 11.15(h), the obligations of the parties to this Agreement under Section
11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications due under Section
11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall
provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the
filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is
required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on
Forms 10-D, ABS-EE, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07,
and all parties’ obligations under this Article XI shall recommence.


 






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Section
11.09 Annual Compliance Statements. The Master Servicers, the Special Servicers (regardless of whether the
applicable Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided,
however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during
which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying
Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to
and (ii) with respect to each other Additional Servicer that is also a Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on
or before March 1st of each year, commencing in March 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 thereof and of such Certifying Servicer’s performance under
this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material
respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the
Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional
Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause
such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or,
in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the
Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the
form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may
review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any
failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a
servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or
Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying
Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such
Certifying Servicer or Additional Servicer is acting as a Master Servicer, a Special Servicer, the Trustee, the Certificate
Administrator or Additional Servicer at the time such


 






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Officer’s
Certificate is required to be delivered. None of the Master Servicers, Special Servicers or Additional Servicer shall be required
to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from
the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required
to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In
the event either Master Servicer, 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 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





 






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Criteria
as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section
11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion
of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued
an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts
to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function
Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has
received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that
a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding
calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)       The
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating Advisor or
Certificate Administrator has entered into a servicing relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and 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


 






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be
addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicers,
the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant
to Section 11.10(a), the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the Operating
Advisor, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 11.11)
of each Servicing Function Participant engaged by it.


 


In
the event the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the applicable Master Servicer and the applicable Special
Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional
Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional
Servicer and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with
an attestation as required in Section 11.11 with respect to the period of time that the Master Servicers, the Special Servicers,
the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period
of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)       The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)       Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11 Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each
year, commencing in March 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


 






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American
Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly
post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5
Information Provider and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
and, promptly, but not earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider,
to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management
of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing
Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that
an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to
express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3)
and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and
not contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section
3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the
Certificate Administrator and the providing parties.


 


Promptly
after receipt of such report from either Master Servicer, 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


 






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services
or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section
11.12 Indemnification. Each of the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless
each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual
breach by such Master Servicer, such Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this Article
XI, (ii) negligence, bad faith or willful misconduct on the part of such Master Servicer, such Special Servicer, the
Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the
performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such
party.


 


The
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless
each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a
breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing
criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in
Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of
any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the
Custodian, the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and
Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other
Depositor as necessary for the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary
to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable
reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected
Reporting Party”), (y) regarding such Affected Reporting Party, and


 






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(z)
prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such Affected
Reporting Party to prepare such information, which information is contained in a report filed by the Depositor or any Other Depositor
under the Reporting Requirements and which comments are received subsequent to the Depositor’s or any Other Depositor’s
filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments
which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the
Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor,
as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission
or its staff and negotiate a response and/or resolution with the Commission or its staff; provided, however, that if an Affected
Reporting Party is a Servicing Function Participant or Additional Servicer retained by a Master Servicer, a Master Servicer shall
receive copies of all material communications pursuant to this Section 11.12. If such election is made, the applicable
Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission or
its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor
or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor
on all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to
participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the
Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order
to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or
its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify
the Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall
cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor,
as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its
staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from
the Depositor or any Other Depositor, as the case may be. Each of the Master Servicers, the Special Servicers, the Operating Advisor,
the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion
of similar provisions in the related sub-servicing or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
(the


 






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“Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages
or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11 (or breach
of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements
or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith
or willful misconduct in connection therewith. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the
Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by such Master
Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing
Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans
cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of either Master Servicer, either Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13 Amendments. This Article XI may be amended with the written consent of the parties hereto
pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s
Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan
Securities, a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement;
provided that the reports and certificates required to be prepared pursuant to Section 3.13, 11.09, 11.10
and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect
to any Serviced Companion Loan Securities, without a confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this Article
XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section
11.14 Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the
Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be
delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 






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Section
11.15 Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a)
Each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable
Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any sub-servicer
appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan
Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably
cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a
securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan
Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan
Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet the
requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of
Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be
reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
either Master Servicer and either Special Servicer understands that such information may be included in the offering material
related to a Regulation AB Companion Loan Securitization and agrees to (b) negotiate in good faith an agreement (subject to
the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering
of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses incurred
by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material
misstatements or omissions in any such offering material to the extent that such material misstatement or omission was made
in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the
Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any
specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the applicable Master
Servicer (where such information pertains to the applicable Master Servicer individually and not to any specific aspect of
the applicable Master Servicer’s duties or obligations under this Agreement) or the applicable Special Servicer (where
such information pertains to the applicable Special Servicer individually and not to any specific aspect of the applicable
Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor, underwriters or
Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii) deliver such securities
law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid by the
related Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect
to the offering material for this securitization by the applicable Master Servicer, the applicable Special Servicer, Trustee
or Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing,
to the extent that the information provided by the Trustee, the Certificate Administrator, the applicable Master Servicer or
the applicable Special Servicer, as the case may be, for inclusion in the offering materials related to such Regulation AB
Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect
to the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB
or any changes in the interpretation of Regulation AB


 






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or changes
in factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification
agreement executed by the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer
in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification
agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise
set forth above and/or elsewhere in Article XI that the Mortgage Loan Seller (or permitted transferee) shall have (a) provided
reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b)
paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees
and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel
or indemnification agreement.


 


(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and each of the applicable
Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function
Participant appointed thereby with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has
received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party
to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed
prior to the Closing Date, as reflected on Exhibit S), cooperate with the depositor, trustee, certificate administrator,
master servicer and special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE,
Form 8-K and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first
year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension
Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator and master
servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier
than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced
Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer
of the Regulation AB Companion Loan Securitization to timely comply with the reporting requirements of Regulation AB and the Exchange
Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the
Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer (and the applicable Master Servicer
shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate
Administrator, such Master Servicer and such Special Servicer shall cooperate with such parties in respect of establishing the
time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect
to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(b).


 






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(c)       Each
of the Trustee, the Certificate Administrator, the Custodian, the Master Servicers and the Special Servicers shall, and each of
the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed thereby with respect to a Serviced Securitized Companion Loan to (provided that (a) such
party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also
a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S), provide the depositor, trustee or certificate administrator,
as applicable, under a Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or
certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification
with respect to the related trust) information with respect to any event that is required to be disclosed under Form 8-K with
respect to a Serviced Securitized Companion Loan within two (2) Business Days after the occurrence of such event of which it has
knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, either Master Servicer or
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).


 






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(e)       On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the applicable Master Servicers and the applicable Special Servicers shall, and the
applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item
1123 of Regulation AB, deliver, with respect to itself, to the depositor, trustee or certificate administrator under such Regulation
AB Companion Loan Securitization (provided that (a) such party has received notice of the occurrence of the related Regulation
AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c)
the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S),
under such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such
Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of
this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)       Each
of the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee,
certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the
reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the applicable Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements
and certificates with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements
or certificates required to be provided by the applicable Master Servicer or the applicable Special Servicer pursuant to this
Section 11.15, even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates
to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, no later than two Business Days prior to the date on which
the applicable Master Servicer or the applicable Special Servicer, as the case may be, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.15.


 






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(g)       With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the applicable Master Servicer and the applicable Special Servicer in writing is a “significant obligor” (within the
meaning of Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other
Securitization that includes such Serviced Companion Loan, to the extent that the applicable Master Servicer or the applicable
Special Servicer is in receipt of the updated financial statements of such “significant obligor” for any calendar
quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar quarter
in which such notice from the Other Depositor was received, or the updated financial statements of such “significant obligor”
for any calendar year, beginning for the calendar year in which such notice from the Other Depositor was received, as applicable,
the applicable Master Servicer the applicable Special Servicer shall deliver to the Other Depositor, on or prior to the day that
occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days
prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs
twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or
more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements
of such “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as calculated by the applicable Master Servicer (or by the applicable Special Servicer and provided to the
applicable Master Servicer solely in the case of any related Specially Serviced Loan or the applicable Special Servicer with respect
to any Serviced REO Property and provided by the applicable Special Servicer to the applicable Master Servicer) in accordance
with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior
to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as reported by the
related Mortgagor in such financial statements (or as reported by the related Mortgagor to the applicable Special Servicer and
provided by the applicable Special Servicer to the applicable Master Servicer solely in the case of any related Specially Serviced
Loan or as reported by the applicable Special Servicer with respect to Serviced REO Property and provided by the applicable Special
Servicer to the applicable Master Servicer).


 


If
the applicable Master Servicer or the applicable Special Servicer does not receive such financial information satisfactory to
comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor”
within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage
Loan documents, the applicable Master Servicer or the applicable Special Servicer shall notify the Other Depositor with respect
to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing
Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is
a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial
information. The applicable Master Servicer (in the case of Non-Specially Serviced Loans) or the applicable Special Servicer (in
the case of Specially Serviced Loans) shall use efforts consistent with the Servicing Standard (taking into account, in addition,
the ongoing reporting obligations of such Other Depositor under the Exchange Act) to


 






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obtain
the periodic financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
applicable Master Servicer (with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to
Specially Serviced Loans) shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written
notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward
an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and
Other Depositor related to such Other Securitization; provided, however, the applicable Special Servicer shall provide
such Officer’s Certificate to the applicable Master Servicer and the applicable Master Servicer shall forward such Officer’s
Certificate to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s
Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other
Pooling and Servicing Agreement.


 


(h)       If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain
in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16 Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust,
there is no “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant
Obligor”).


 


Section
11.17 Impact of Cure Period. For the avoidance of doubt, neither the Master Servicers nor the Special
Servicers shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the
expiration of the grace period applicable to such party’s obligations under this Article XI as provided for in
such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period
provided for in this Article XI; provided that if any such party fails to comply with the delivery requirements of
this Article XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination
Event. Neither the Master Servicer nor the Special Servicers shall be subject to a Servicer Termination Event pursuant to
clause (iii) of the definition thereof prior to the expiration of the grace period applicable to such party’s
obligations under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to not be in
compliance under this Agreement, for failing to deliver any item required under this Article XI by the time required
hereunder with respect to any reporting period for which the Trust (or any trust in a related Other Securitization) is not
required to file Exchange Act reports.


 






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[End
of Article XI]


 


ARTICLE
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section
12.01 Asset Review.


 


(a)       On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the applicable Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan
has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger
has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit SS
within two (2) Business Days to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the
Asset Representations Reviewer.


 


If
Certificateholders (other than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates
deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset
Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”),
then the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy to the
Asset Representations Reviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset
Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority of
those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt
of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly
provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder,
the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”). Upon receipt
of an Asset Review Notice, the Asset Representations


 






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Reviewer
shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in
the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted
electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator
shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access
to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the
receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the
Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as
a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative
Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence.
After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any
additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the applicable Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection
with the foregoing through an agent.


 


(b)       (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below), the applicable Master Servicer
(with respect to clauses (6) and (7) below for Non-Specially Serviced Loans for which it acts as Master Servicer)
and the applicable Special Servicer (with respect to clauses (6) and (7) below for Specially Serviced Loans) shall
promptly, but in no event later than ten (10) Business Days, provide the following materials in electronic format to the extent
in their possession to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room
by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related Mortgage Loan
Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 






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(4)       copies
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the applicable Master Servicer or applicable Special Servicer, as applicable, of any
alleged defect or breach with respect to any Delinquent Loan; and


 


(7)       a
copy of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage
Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review
and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)       In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s),
and request that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly, but in no event
later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset
Representations Reviewer such missing document(s) to the extent in its possession; provided that any such notification
and/or request shall be in writing, specifically identifying the documents being requested and sent to the notice address for
the related party set forth in Section 13.05 of this Agreement. In the event any missing documents are not provided by
the applicable Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10) Business Day period,
the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the
Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such missing document only
to the extent such document is in the possession of such party but in any event excluding any documents that contain information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its


 






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good
faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01 (any such information,
“Unsolicited Information”).


 


(iv)      Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the
related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ
(each such procedure, a “Test”); provided, however, the Asset Representations Reviewer may,
but is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit PP if, and only
to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify
such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review
Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed
on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent
Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence
of such new Asset Review Trigger.


 


(v)       No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)      The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)     The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph. In the event
that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing
documentation is not delivered to the Asset Representations Reviewer by the applicable Master Servicer (with respect to Non-Specially
Serviced Loans), the applicable Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of
the applicable Master Servicer or applicable Special Servicer, as applicable, or from the related Mortgage Loan Seller within
ten (10) Business Days following the request by the Asset Representations Reviewer to the applicable Master Servicer, the applicable
Special Servicer or the related Mortgage Loan Seller, as the case may be, as described in 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


 






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has
so concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer
shall provide such preliminary report to the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the
applicable Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the preliminary
report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan
Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any
documents or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty has not
failed a Test or that any missing information or documents in the Review Materials are not required to complete a Test shall be
sent by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer
shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is
no Test failure with respect to the related Mortgage Loan.


 


(viii)    The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Special Servicer and the Certificate Administrator. The period of time by
which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written
notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or
the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test
failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage
Loan Seller, which, in each case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(k)
of this Agreement.


 


(ix)       In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the applicable
Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow 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


 






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no
responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)       Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the applicable Special Servicer shall
determine whether at the time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan.
If the applicable Special Servicer 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).


 


(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


 






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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 0.00025% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated
Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan)
and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)       As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to (a) in the case of a Delinquent Loan that is not an NCB Co-op Mortgage Loan, the sum of (i) $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, and (b) in the case of a Delinquent Loan
that is an NCB Co-op Mortgage Loan, $10,000 (any such fee, the “Asset Representations Reviewer Asset Review Fee”).
The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage
Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent 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 Enforcing Servicer shall pursue remedies
against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


 


(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a
Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer
or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 






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(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03 Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and
be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset
Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all
reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04 Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor
any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition shall
not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer
or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset
Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B)
prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations
Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05 Termination of the Asset Representations Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)       any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue 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;


 






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(ii)       any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)      any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)       the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)      the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section
12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination
Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case,
so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii)
upon the written direction of Holders of Certificates evidencing at least 25% of the Voting Rights (without regard to the application
of any Allocated Cumulative Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset


 






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Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the
application of any Allocated Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii)
payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice
thereof to the Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website,
and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset
Representations Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder
Quorum (without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts), the Trustee shall terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring prior
to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between
the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be
entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.
In the event that Holders of the Certificates evidencing at least 75% of the Voting Rights (without regard to the application
of any Allocated Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and
appoint a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the
transfer of responsibilities from its predecessor.


 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of 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


 






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Master
Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder
of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if
the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset
Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure
to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts
to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence,
bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[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


 






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Certificateholder
(including, for the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


 


(iv)       to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25);


 


(vii)     to
amend or supplement any provision hereof to the extent necessary to maintain then-current ratings assigned to each Class of Certificates
by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25); provided that such amendment or supplement shall not adversely affect in any material respect the


 






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interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Section 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicers, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan with respect to the
Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions
of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and,
with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25);


 


(ix)       to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely 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.


 



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(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment hereto without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and that such amendment
or the exercise of any power granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance
with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes


 






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any
provision specifically required to be included in this Agreement by an Intercreditor Agreement- related to a Companion Loan without
in each case the consent of the holder of the related Companion Loan(s).


 


(d)       No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicers, the Special Servicers, the Mortgagors,
the Underwriters and the Rating Agencies.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)       The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if either Master
Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Accounts.


 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)        To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special
Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in
connection with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this
Agreement.


 






    -458-


     


    

 


(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.


 






    -459-


     


    

 


(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 FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A


 






    -460-


     


    

 


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
notice, when received):


 


In
the case of the Depositor:



Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

CRRCompliance@wellsfargo.com


 


with
a copy to:



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: BANK 2017-BNK7 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and
a copy to:



Mayer Brown LLP


 






    -461-


     


    

 




Hearst Tower, 38th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Christopher J. Brady

Facsimile Number: (704) 377-2033


 


In
the case of the NCB Master Servicer:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with
a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3479

Email: mwehland@ncb.coop


 


In
the case of the General Special Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com



with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;



Adam Singer

facsimile number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 






    -462-


     


    

 


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


 


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:



RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646



with a copy to:



RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


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


 






    -463-


     


    

 


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 BANK 2017-BNK7


 


with
a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7


 


with
a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BANK 2017-BNK7


 


with
a copy to cmbscustody@wellsfargo.com


 


in
the case of a surrender, transfer or exchange:



Wells Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attention: CTS - Certificate Transfer Services – BANK 2017-BNK7


 






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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: BANK 2017-BNK7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with BANK 2017-BNK7 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 the Mortgage Loan Sellers:


 


		1.	Wells
                                         Fargo Bank, National Association

                                         301 South College St.

                                         Charlotte, North Carolina 28288

                                         Attention: BANK 2017-BNK7, Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-BNK7



 


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:



Michael Vandervelde

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago IL 60606

Telephone number: (312) 827-1565

Email: michael.j.vandervelde@wellsfargo.com


 






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		2.	Bank
                                         of America, National Association

                                         One Bryant Park

                                         New York, New York 10036

                                         Attention: Director of CMBS Securitizations

                                         Email: leland.f.bunch@baml.com

                                         

                                         with copies to:

                                         

                                         Todd Stillerman

                                         Assistant General Counsel & Director

                                         Bank of America Merrill Lynch Legal Department

                                         214 North Tryon Street, 18th Floor

                                         NC1-027-20-05

                                         Charlotte, North Carolina 28255

                                         Email: william.stillerman@bankofamerica.com

                                         

                                         and

                                         

                                         Cadwalader, Wickersham & Taft LLP

                                         227 West Trade Street

                                         Charlotte, North Carolina 28202

                                         Attention: Henry A. LaBrun, Esq.

                                         Facsimile: (704) 348-5200



 


		3.	Morgan
                                         Stanley Mortgage Capital Holdings LLC

                                         1585 Broadway

                                         New York, New York 10036

                                         Attention: Jane Lam

                                         

                                         with copies to:

                                         

                                         Morgan Stanley Mortgage Capital Holdings LLC

                                         1221 Avenue of the Americas

                                         New York, New York 10020

                                         Attention: Legal Compliance Division

                                         

                                         and

                                         

                                         cmbs_notices@morganstanley.com



 






    -466-


     


    

 


		4.	National
                                         Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

                                         Arlington, Virginia 22202

                                         Attention: Kathleen Luzik, Chief Operating Officer

                                         Facsimile number (703) 647-3473

                                         Email: kluzik@ncb.coop

                                         

                                         with a copy to:

                                         

                                         National Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

                                         Arlington, Virginia 22202

                                         Attention: Matthew Wehland, Senior Vice President

                                         Facsimile number (703) 647-3479

                                         Email: mwehland@ncb.coop



 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


In
the case of any Companion Loan Holder:



The address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(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.


 






    -467-


     


    

 


Any
notices to the Rating Agencies shall be sent to the following addresses:



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


 


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


 


Section
13.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.


 


Section
13.07 Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property
shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for
a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall
be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s
entire right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the
Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable
law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all appropriate
locations in the State of Delaware promptly following the initial issuance of the Certificates, and the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare and file continuation statements
with respect thereto, in each case in the six-month period prior to every fifth anniversary of the date of the initial UCC
Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the
preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Certificate
Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.


 






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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


 


(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.


 






    -469-


     


    

 


(b)       The
Master Servicers shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which
it has actual knowledge:


 


(i)        the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)       any
change in the location of the Collection Accounts;


 


(iii)      any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)      any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)       any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)      any
material damage to any Mortgaged Property;


 


(vii)     any
assumption with respect to a Mortgage Loan; and


 


(viii)    any
release or substitution of any Mortgaged Property.


 


(c)       The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       The
Trustee, the Certificate Administrator, either Master Servicer and 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 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


 






    -470-


     


    

 


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]


 






    -471-


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written. 


 


 





	 	 	WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

Depositor
	 	 	 
	 	By:	/s/ Anthony J. Sfarra
	 	 	Name: Anthony J. Sfarra
	 	 	Title: President



 


	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

General Master Servicer
	 	 	 
	 	By:	/s/ Amanda Perkins
	 	 	Name: Amanda Perkins
	 	 	Title: Vice President


 


	 	 	NATIONAL
COOPERATIVE BANK, N.A.,

NCB Master Servicer
	 	 	 
	 	By:	/s/ Matthew Wehland
	 	 	Name: Matthew Wehland
	 	 	Title: Senior Vice President


 


	 	 	RIALTO
CAPITAL ADVISORS, LLC,

General Special Servicer
	 	 	 
	 	By:	/s/ Cheryl Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title: Chief Financial Officer





 


 


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2017-BNK7: POOLING AND SERVICING AGREEMENT


  



    


     


    





 


	 	 	NATIONAL
COOPERATIVE BANK, N.A.,

NCB Special Servicer
	 	 	 
	 	By:	/s/ Matthew Wehland
	 	 	Name: Matthew Wehland
	 	 	Title: Senior Vice President








 


	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not
    in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Anna M. Lopez
	 	 	Name: Anna M. Lopez
	 	 	Title: Vice President


 


	 	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
not
    in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President


 


	 	 	PENTALPHA
SURVEILLANCE LLC,

Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an

          Authorized Signatory for

          Pentalpha Surveillance LLC


 


 


 


BANK
2017-BNK7: POOLING AND SERVICING AGREEMENT





 



    


     


    






	STATE
    OF NY	)	 
	 	)	ss.:
	COUNTY
    OF NY	)	 


On
the 20 day of September, 2017, before me, a notary public in and for said State, personally appeared Anthony Sfarra known to me
to be a President of Wells Fargo Commercial Mortgage Securities, Inc., that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation, and acknowledged to me that such Corporation executed the within
instrument.


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


ARTICLE
I     Lillian Calcaterra                                                                                                                                    


                                   Notary
Public


	 	 	 
	[SEAL]	 	LILLIAN
        CALCATERRA

        NOTARY
        PUBLIC, State of New York

        No.
        01CA4971671

        Qualified
        in Kings County

        Cert. Filed in New York County

        Commission
        Expires Sept. 10, 2018

	My commission expires:	 	 
	 	 	 
	9/10/2018	 	 


 


 


BANK
2017-BNK7 – Pooling and Servicing Agreement



     

     

    


 


	STATE
    OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY
    OF MECKLENBURG	)	 


On
the 27 day of September, 2017, before me, a notary public in and for said State, personally appeared Amanda Perkins known to me
to be a Vice President of Wells Fargo Bank, National Association, and also known to me to be the person who executed it on behalf
of such national banking association, and acknowledged to me that such entity executed the within instrument.


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/
    Janet Garner
	 	Notary
    Name:
	 	 
	[SEAL]

         

        My
        commission expires:

        3-27-2020
	 
	 	 


 



BANK
2017-BNK7 – Pooling and Servicing Agreement




     

     

    

 





	COMMONWEALTH OF VIRGINIA 	)
	 	)     ss.:
	COUNTY OF ARLINGTON	)


 


On
the 21 day of Sept, 2017, before me, a notary public in and for said Commonwealth, personally appeared M Wehland known to me
to be a SVP of National Cooperative Bank, N.A., and also known to me to be the person who executed it on behalf of such
national banking association, and acknowledged to me that such TO  executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Christiane Weber Hirt
	 	Notary Public
	 	 
	Christiane Weber Hirt	 
	NOTARY PUBLIC	 
	Commonwealth of Virginia	 
	Reg. #7095550	 
	Commission Exp. 3/31/2019	 
	[SEAL]	 
	 	 
	My
commission expires:	 
	 	 








 


BANK
2017-BNK7 – Pooling and Servicing Agreement


 






    


     


    


 


	STATE
    OF 	)	 
	 	)	ss.:
	COUNTY
    OF 	)	 


On
the 21st day of September, 2017, before me, a notary public in and for said State, personally appeared *          
known to me to be a  **               of
Rialto Capital Advisors, LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such limited liability company, and acknowledged to me that such                           
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.


*   Cheryl
Baizan, who is personally known to me


** Chief
Financial Officer


	 	 
	 	/s/
    LORI BUCKLER
	 	Notary
    Public
	 	 
	[SEAL]

         

        My
        commission expires:
	LORI
        BUCKLER

        NOTARY PUBLIC STATE OF FLORIDA

        BONDED THRU

        NOTARY PUBLIC UNDERWRITERS

        #FF
        059264

        MY COMMISSION EXPIRES FEBRUARY 2, 2018



 



BANK
2017-BNK7 – Pooling and Servicing Agreement




     

     

    


 


	COMMONWEALTH OF VIRGINIA	)	 
	 	)	ss.:
	COUNTY
    OF ARLINGTON	)	 


On
the 21 day of Sept., 2017, before me, a notary public in and for said Commonwealth, personally appeared M. Wehland known to me
to be a SVP of National Cooperative Bank, N.A., and also known to me to be the person who executed it on behalf of such national
banking association, and acknowledged to me that such To executed the within instrument.


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/
    Christiane Weber Hirt
	 	Notary
    Public
	Christiane
    Weber Hirt

    NOTARY PUBLIC

    Commonwealth of Virginia

    Reg. #7095550

    Commission Exp. 3/31/2019	 
	[SEAL]

         

        My
        commission expires:
	 

         



 


BANK
2017-BNK7 – Pooling and Servicing Agreement



    	 	 



     


    

 





	STATE
OF MARYLAND	)
	 	)     ss.:
	COUNTY OF HOWARD	)



 


On
the 19th day of September, 2017, before me, a notary public in and for said State, personally appeared Anna M. Lopez,
known to me to be a Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument,
and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that
such corporation executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Amy Martin
	 	Notary Public
	 	 
		AMY MARTIN

                                   Notary Public - Maryland

                                   Anne Arundel County

                                   My Commission Expires on

                                   February 22, 2021

	 	 









 


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2017-BNK7 – Pooling and Servicing Agreement


 






    


     


    

 





	STATE
OF DELAWARE 	)
	 	)     ss.:
	COUNTY OF NEW CASTLE 	)


 


On
the 19th day of September, 2017, before me, a notary public in and for said State, personally appeared Beverly D.
Capers known to me to be an assistant vice president of Wilmington Trust, National Association, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such national banking association, and
acknowledged to me that such  assistant vice president executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Christina Bader
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My
commission expires:	 
	 

                                               CHRISTINA BADER

                                               MY COMMISSION

                                               EXPIRES

                                               MARCH 22, 2020

                                               NOTARY PUBLIC

                                               STATE OF DELAWARE


	 








 


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2017-BNK7 – Pooling and Servicing Agreement


 






    


     


    

 








 


 





	STATE
OF CONNECTICUT	)
	 	)     ss.:
	COUNTY OF FAIRFIELD	)



 


On
the 15ht day of September, 2017, before me, a notary public in and for said State, personally appeared James Callahan known
to me to be an Executive Director of Pentalpha Surveillance LLC, a limited liability company, that executed the
within instrument, and also known to me to be the person who executed it on behalf of such limited liability company, and
acknowledged to me that such Executive Director executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Melonie S Williams
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My
commission expires:	 
	 

                                                                   Melonie S. Willliams

                                                                   Notary Public

                                                                   Connecticut

                                                                   My Commission Expires July 31, 2019
	 









 







 


 


 


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2017-BNK7 – Pooling and Servicing Agreement






    


     


    





 




 


EXECUTION VERSION


 


EXHIBIT A-1



FORM OF CLASS [__]CERTIFICATE


 


BANK 2017-BNK7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-BNK7, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-SB, A-4, A-5, 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 BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS


 





 



 


		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 






    A-1-1 


     


    

 


SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-SB, A-4, A-5, 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.]


 


[FOR CLASS X-E, CLASS X-F, CLASS X-G,
CLASS E, CLASS F AND CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO
ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 


 



 


3
     Book-Entry Certificate legend.


 






    A-1-2 


     


    

 


FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT
OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET
WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR REGULAR CERTIFICATES: THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 


[FOR CLASS X CERTIFICATES: THIS [CLASS
X-A][CLASS X-B][CLASS X-D][CLASS X-E][CLASS X-F][CLASS X-G] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS
OF PRINCIPAL.]


 






    A-1-3 


     


    

 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-SB CLASS A-4 AND CLASS A-5 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S,
CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS E CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-F CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS F CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-G CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS G CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D][X-E][X-F][X-G] CERTIFICATES IS BASED WILL BE REDUCED
AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE IS SUBORDINATE TO ONE


 






    A-1-4 


     


    

 


OR MORE CLASSES OF CERTIFICATES
OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    A-1-5 


     


    

 


	
        PASS-THROUGH
        RATE: [[____]% per annum] [FOR CLASS [X-A, X-B, X-D]]: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[                ]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: SEPTEMBER 28, 2017

         

        FIRST DISTRIBUTION
        DATE: 

        OCTOBER 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:

        

        RIALTO CAPITAL ADVISORS, 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: 

        

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER:

        

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.:
        [           ]

         

        ISIN NO.:
        [           ]

         

        COMMON CODE
        NO.: [           ]

         

        CERTIFICATE
        NO.: [_] - ______

        



 




    A-1-6 


     


    

 


CLASS
[__] CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


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 September
1, 2017 (the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the
Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


[FOR REGULAR CERTIFICATES:
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections


 






    A-1-7 


     


    

 


860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).]
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2,
A-3, A-SB, A-4, A-5, 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-SB, A-4, A-5, 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-SB, A-4, A-5, A-S, B, C, D, E, F AND G): Principal and interest] allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than


 






    A-1-8 


     


    

 


distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR CLASS A-1, A-2, A-3, A-SB, A-4, A-5, A-S, B AND C: 10,000][FOR


 






    A-1-9 


     


    

 


CLASS D, E, F AND G CERTIFICATES:
100,000][FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of
such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust


 






    A-1-10 


     


    

 


REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest)
or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion Loan not consenting
to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and


 






    A-1-11 


     


    

 


Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such








    A-1-12 


     


    

 


amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC


 






    A-1-13 


     


    

 


or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special 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-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    A-1-14 


     


    

 


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:	September
                                         28, 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


 


BANK
2017-BNK7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-BNK7, 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 RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR


 






    	A-2-1



     

    

 


THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE 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.]


 




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        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: SEPTEMBER 28, 2017

         

        FIRST DISTRIBUTION
        DATE: 

        OCTOBER 17, 2017

         

        CLASS R
        PERCENTAGE INTEREST: [100%]

         
	
        GENERAL
        MASTER SERVICER:

        

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

        

        RIALTO CAPITAL ADVISORS, 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: 

        

        PENTALPHA
        SURVEILLANCE LLC

         

        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 September 1, 2017 (the “Pooling and Servicing Agreement”),
among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special Servicer,
the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the BANK 2017-BNK7,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 and are issued in the classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate,


 






    	A-2-5



     

    

 


by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates
shall be the “tax matters person” pursuant to Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section
301.6237(a)(7)-1 and the “partnership representative” within the meaning of Section 6223 of the Code (to the extent
such provision is applicable to such Trust REMIC) for each Trust REMIC, and the Certificate Administrator is hereby irrevocably
designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person” and/or
“partnership representative” for each Trust REMIC.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and
to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to the
Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 






    	A-2-6



     

    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee
Affidavit by a proposed


 






    	A-2-7



     

    

 


Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no
Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding
or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among
other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit
are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)      
 to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 






    	A-2-8



     

    

 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion Loan
not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of


 






    	A-2-9



     

    

 


its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 






    	A-2-10



     

    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 






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Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years 


 






    	A-2-12



     

    

 


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:	September
                                         28, 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 CLASS V CERTIFICATE


 


CLASS V


 


BANK
2017-BNK7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-BNK7, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 






    A-3-1 


     


    

 


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 




    A-3-2 


     


    

  


	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: SEPTEMBER 28, 2017

         

        FIRST DISTRIBUTION
        DATE: 

        OCTOBER 17, 2017

         

        CLASS V
        PERCENTAGE INTEREST: [100%]

         
	
        GENERAL
        MASTER SERVICER:

        

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

        

        RIALTO CAPITAL ADVISORS, 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: 

        

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER:

        

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.:
        [                 ]

         

        ISIN NO.:
        [                 ]

         

        COMMON CODE
        NO.: [                 ]

         

        CERTIFICATE
        NO.: V-____

        



 




    A-3-3 


     


    

 


CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special Servicer,
the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated as the BANK 2017-BNK7,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 and are issued in the classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account.


 






    A-3-4 


     


    

 


Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates of the
same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final


 






    A-3-5 


     


    

 


distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 






    A-3-6 


     


    

 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest)
or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion Loan
not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating 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


 






    A-3-7 


     


    

 


manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to 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


 






    A-3-8 


     


    

 


Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the


 






    A-3-9 


     


    

 


downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






    A-3-10 


     


    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-11 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September
                                         28, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-3-12 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-13 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-14 


     


    


 


 


EXHIBIT A-4


 


FORM OF RR INTEREST


 


RR INTEREST


 


BANK 2017-BNK7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-BNK7, RR INTEREST


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]5


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR


 





 



 


		4	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		5	Book-Entry Certificate legend.



 






    A-3-15 


     


    

 


THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY


 






    A-3-16 


     


    

 


SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS (I) A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND (II) AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF
A GRANTOR TRUST THAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-3-17 


     


    

 


	
        PASS-THROUGH
        RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL CERTIFICATE BALANCE OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[                 ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS
        OF SEPTEMBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING
        AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 28, 2017

         

        FIRST DISTRIBUTION DATE:

        OCTOBER 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:

        

        RIALTO CAPITAL ADVISORS, 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:  

        PENTALPHA SURVEILLANCE LLC

         

        

        ASSET
REPRESENTATIONS REVIEWER:  

        PENTALPHA
        SURVEILLANCE LLC

         

        

        CERTIFICATE NO.: RR-[_]

        






 




    A-3-18 


     


    

 


RR INTEREST


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution
Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [WELLS FARGO BANK,
NATIONAL ASSOCIATION][BANK OF AMERICA, NATIONAL ASSOCIATION][MORGAN STANLEY BANK, N.A.]] is the registered owner of the interest
evidenced by this Certificate in the RR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated
as of September 1, 2017 (the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the BANK 2017-BNK7, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK7 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-3-19 


     


    

 


This Certificate represents
(i) a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) an undivided
beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess Interest Distribution
Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment
of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and
franchise taxes and other taxes imposed on or measured by income


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Aggregate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Retained Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses allocated to the RR Interest
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the
Collection Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including


 






    A-3-20 


     


    

 


reimbursement of certain expenses incurred with respect to the servicing
of the Mortgage Loans and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Retained Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Risk Retention Consultation Party and (ii) a
certificate from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


The RR Interest will
be issued in fully registered, certificated form in minimum denominations of $1, and in integral multiples of $0.01 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance
of such Class.


 






    A-3-21 


     


    

 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the


 






    A-3-22 


     


    

 


imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR
Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Pari Passu Companion
Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not


 






    A-3-23 


     


    

 


adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 






    A-3-24 


     


    

 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special 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


 






    A-3-25 


     


    

 


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-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest), the Sole Certificateholder shall have the right,
with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-26 


     


    

 


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:	September
                                         28, 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-3-27 


     


    







  


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-3-28 


     


    

 






	 	 
	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-3-29 


     


    







 


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-3-30 


     


    







 





EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 



    B-1


     


    




 




 


	BANK
    2017-BNK7
	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 ($)	Cut-off
    Date Principal Balance ($)	Loan
    Amortization Type	Monthly
    P&I Payment ($)	Interest
    Accrual Basis	Mortgage
    Rate
	1	MSMCH	General
    Motors Building	767
    Fifth Avenue	New
    York	NY	10153	New
    York	Mixed
    Use	1,989,983	Sq.
    Ft.	111,900,000.00	111,900,000.00	Interest-only,
    Balloon	324,289.83
    	Actual/360	3.43000%
	2	BANA	222
    Second Street	222
    Second Street	San
    Francisco	CA	94105	San
    Francisco	Office	452,418	Sq.
    Ft.	110,000,000.00	110,000,000.00	Interest-only,
    ARD	364,881.71
    	Actual/360	3.92600%
	3	WFB	University
    Center Chicago	525
    South State Street	Chicago	IL	60605	Cook	Multifamily	1,732	Beds	85,600,000.00	85,600,000.00	Interest-only,
    Balloon	283,510.37
    	Actual/360	3.92000%
	4	MSMCH	Corporate
    Woods Portfolio	Various	Overland
    Park	KS	66210	Johnson	Various	2,033,179	Sq.
    Ft.	70,625,000.00	70,625,000.00	Amortizing
    Balloon	355,751.38
    	Actual/360	4.45000%
	4.01	MSMCH	Corporate
    Woods - Building 82	10851
    Mastin Boulevard	Overland
    Park	KS	66210	Johnson	Office	245,413	Sq.
    Ft.	10,994,077.72	 	 	 	 	 
	4.02	MSMCH	Corporate
    Woods - Building 40	9401
    Indian Creek Parkway	Overland
    Park	KS	66210	Johnson	Office	300,043	Sq.
    Ft.	10,348,773.34	 	 	 	 	 
	4.03	MSMCH	Corporate
    Woods - Building 84	10801
    Mastin Boulevard	Overland
    Park	KS	66210	Johnson	Office	241,573	Sq.
    Ft.	10,085,871.50	 	 	 	 	 
	4.04	MSMCH	Corporate
    Woods - Building 32	9225
    Indian Creek Parkway	Overland
    Park	KS	66210	Johnson	Office	208,244	Sq.
    Ft.	7,600,253.91	 	 	 	 	 
	4.05	MSMCH	Corporate
    Woods - Building 34	10950
    Grandview Drive	Overland
    Park	KS	66210	Johnson	Office	97,023	Sq.
    Ft.	3,680,626.10	 	 	 	 	 
	4.06	MSMCH	Corporate
    Woods - Building 14	8717
    West 110th Street	Overland
    Park	KS	66210	Johnson	Office	120,385	Sq.
    Ft.	3,441,624.40	 	 	 	 	 
	4.07	MSMCH	Corporate
    Woods - Building 70	9900
    West 109th Street	Overland
    Park	KS	66210	Johnson	Office	100,809	Sq.
    Ft.	3,274,323.11	 	 	 	 	 
	4.08	MSMCH	Corporate
    Woods - Building 9	9200
    Indian Creek	Overland
    Park	KS	66210	Johnson	Office	99,400	Sq.
    Ft.	3,059,221.55	 	 	 	 	 
	4.09	MSMCH	Corporate
    Woods - Building 6	8900
    Indian Creek	Overland
    Park	KS	66210	Johnson	Office	108,395	Sq.
    Ft.	3,035,321.41	 	 	 	 	 
	4.10	MSMCH	Corporate
    Woods - Building 12	10975
    Benson Drive	Overland
    Park	KS	66210	Johnson	Office	98,648	Sq.
    Ft.	2,987,521.13	 	 	 	 	 
	4.11	MSMCH	Corporate
    Woods - Building 27	10975
    Grandview Drive	Overland
    Park	KS	66210	Johnson	Office	96,518	Sq.
    Ft.	2,915,820.72	 	 	 	 	 
	4.12	MSMCH	Corporate
    Woods - Building 51	9393
    West 110th Street	Overland
    Park	KS	66210	Johnson	Office	89,789	Sq.
    Ft.	2,509,517.73	 	 	 	 	 
	4.13	MSMCH	Corporate
    Woods - Building 55	9300
    West 110th Street	Overland
    Park	KS	66210	Johnson	Office	89,221	Sq.
    Ft.	2,461,717.77	 	 	 	 	 
	4.14	MSMCH	Corporate
    Woods - Building 65	9900
    College Boulevard	Overland
    Park	KS	66210	Johnson	Retail	28,612	Sq.
    Ft.	1,577,411.05	 	 	 	 	 
	4.15	MSMCH	Corporate
    Woods - Building 3	8700
    Indian Creek	Overland
    Park	KS	66210	Johnson	Office	60,950	Sq.
    Ft.	1,577,411.05	 	 	 	 	 
	4.16	MSMCH	Corporate
    Woods - Building 75	10800
    Farley Street	Overland
    Park	KS	66210	Johnson	Office	48,156	Sq.
    Ft.	1,075,507.51	 	 	 	 	 
	5	WFB	Westin
    Building Exchange	2001
    6th Avenue	Seattle	WA	98121	King	Other	401,544	Sq.
    Ft.	67,500,000.00	67,500,000.00	Interest-only,
    Balloon	187,632.82
    	Actual/360	3.29000%
	6	BANA	Mall
    of Louisiana	6401
    Bluebonnet Boulevard; 9168 Mall of Louisiana Boulevard; 9330 Mall of Louisiana Boulevard	Baton
    Rouge	LA	70836	East
    Baton Rouge	Retail	776,789	Sq.
    Ft.	65,000,000.00	65,000,000.00	Interest-only,
    Amortizing Balloon	309,720.67
    	Actual/360	3.98400%
	7	BANA	Redondo
    Beach Hotel Portfolio	2410
    & 2420 Marine Avenue	Redondo
    Beach	CA	90278	Los
    Angeles	Hospitality	319	Rooms	64,000,000.00	64,000,000.00	Amortizing
    Balloon	348,156.70
    	Actual/360	5.11700%
	7.01	BANA	Hilton
    Garden Inn Redondo Beach	2410
    Marine Avenue	Redondo
    Beach	CA	90278	Los
    Angeles	Hospitality	147	Rooms	26,371,859.30	 	 	 	 	 
	7.02	BANA	Residence
    Inn by Marriott Redondo Beach	2420
    Marine Drive	Redondo
    Beach	CA	90278	Los
    Angeles	Hospitality	172	Rooms	37,628,140.70	 	 	 	 	 
	8	MSMCH	The
    Churchill	300
    East 40th Street	New
    York	NY	10016	New
    York	Multifamily	587	Units	49,000,000.00	49,000,000.00	Interest-only,
    Balloon	136,124.72
    	Actual/360	3.28800%
	9	WFB	Overlook
    at King of Prussia	290,
    300, 301, 310, 320 & 330 Goddard Boulevard	King
    of Prussia	PA	19406	Montgomery	Retail	194,736	Sq.
    Ft.	40,800,000.00	40,800,000.00	Interest-only,
    Balloon	131,683.89
    	Actual/360	3.82000%
	10	WFB	Raleigh
    Marriott City Center	500
    Fayetteville Street	Raleigh	NC	27601	Wake	Hospitality	400	Rooms	38,000,000.00	38,000,000.00	Interest-only,
    Amortizing Balloon	202,601.06
    	Actual/360	4.94000%
	11	MSMCH	411
    East Wisconsin	411
    East Wisconsin Avenue	Milwaukee	WI	53202	Milwaukee	Office	678,839	Sq.
    Ft.	37,500,000.00	37,500,000.00	Interest-only,
    Amortizing Balloon	182,070.61
    	Actual/360	4.14000%
	12	WFB	Jacksonville
    - Doubletree	1201
    Riverplace Boulevard	Jacksonville	FL	32207	Duval	Hospitality	293	Rooms	35,500,000.00	35,422,241.40	Amortizing
    Balloon	187,976.67
    	Actual/360	4.88000%
	13	WFB	Moffett
    Place B4	1190
    Bordeaux Drive	Sunnyvale	CA	94089	Santa
    Clara	Office	314,352	Sq.
    Ft.	31,750,000.00	31,750,000.00	Interest-only,
    Amortizing Balloon	141,208.33
    	Actual/360	3.63650%
	14	WFB	Lewis
    Crossing	1080,
    1100, 1105, 1125, 1145, 1260-1290 South Amity Road	Conway	AR	72032	Faulkner	Retail	220,003	Sq.
    Ft.	30,000,000.00	29,962,704.03	Amortizing
    Balloon	148,637.64
    	Actual/360	4.31000%
	15	WFB	First
    Stamford Place	100,
    200 & 300 First Stamford Place	Stamford	CT	06902	Fairfield	Office	810,475	Sq.
    Ft.	25,000,000.00	25,000,000.00	Interest-only,
    Balloon	86,345.31
    	Actual/360	4.08780%
	16	WFB	Village
    at San Jacinto	1171-1281
    North State Street	San
    Jacinto	CA	92583	Riverside	Retail	93,051	Sq.
    Ft.	21,750,000.00	21,750,000.00	Interest-only,
    Amortizing Balloon	110,204.05
    	Actual/360	4.50000%
	17	MSMCH	Metro
    Towne Center	2827
    West Peoria Avenue	Phoenix	AZ	85029	Maricopa	Retail	140,644	Sq.
    Ft.	19,825,000.00	19,825,000.00	Interest-only,
    Amortizing Balloon	96,024.23
    	Actual/360	4.12000%
	18	MSMCH	Sundance
    West Apartments	3285
    Clover Way; 3485 Lakeside Drive	Reno	NV	89509	Washoe	Multifamily	348	Units	18,056,000.00	18,013,117.01	Interest-only,
    Amortizing Balloon	91,755.51
    	Actual/360	4.52500%
	19	BANA	Artisan
    Cove	901,
    911, 921, 931, 961, and 971 Marina Way South	Richmond	CA	94804	Contra
    Costa	Multifamily	51	Units	16,750,000.00	16,750,000.00	Interest-only,
    Amortizing Balloon	84,869.79
    	Actual/360	4.50000%
	20	MSMCH	Montfort
    Valley	13660
    Montfort Drive	Dallas	TX	75240	Dallas	Multifamily	224	Units	14,625,000.00	14,625,000.00	Interest-only,
    Balloon	51,404.17
    	Actual/360	4.16000%
	21	MSMCH	8532
    Melrose Avenue	8532
    Melrose Avenue	West
    Hollywood	CA	90069	Los
    Angeles	Retail	4,946	Sq.
    Ft.	14,250,000.00	14,250,000.00	Interest-only,
    Balloon	50,266.71
    	Actual/360	4.17500%
	22	MSMCH	Chateau
    Estates	1810
    Belt Line Road	Garland	TX	75044	Dallas	Multifamily	184	Units	13,880,000.00	13,880,000.00	Interest-only,
    Balloon	46,791.99
    	Actual/360	3.99000%
	23	WFB	HGI
    Memphis Wolfchase Galleria	7955
    Ikea Way	Cordova	TN	38016	Shelby	Hospitality	124	Rooms	13,720,000.00	13,675,785.00	Amortizing
    Balloon	78,299.04
    	Actual/360	4.76000%
	24	WFB	Kohl’s
    - Scottsdale	8680
    East Raintree Drive	Scottsdale	AZ	85260	Maricopa	Retail	88,408	Sq.
    Ft.	13,500,000.00	13,433,003.44	Amortizing
    Balloon	68,082.04
    	Actual/360	4.46000%
	25	BANA	StorQuest
    - Oakland San Pablo	2227
    San Pablo Avenue	Oakland	CA	94612	Alameda	Self
    Storage	60,871	Sq.
    Ft.	12,250,000.00	12,250,000.00	Interest-only,
    Balloon	41,410.81
    	Actual/360	4.00100%
	26	MSMCH	French
    Quarter	20969
    Ventura Boulevard	Woodland
    Hills	CA	91364	Los
    Angeles	Mixed
    Use	57,228	Sq.
    Ft.	12,000,000.00	12,000,000.00	Amortizing
    Balloon	59,384.57
    	Actual/360	4.30000%
	27	NCB	Park
    Lane South Owners, Inc. 	118-18
    Union Turnpike	Kew
    Gardens	NY	11415	Queens	Multifamily	207	Units	12,000,000.00	11,990,506.80	Amortizing
    Balloon	48,449.87
    	Actual/360	3.77000%
	28	MSMCH	Lakeside
    Village Shopping Center	9665
    North Central Expressway	Dallas	TX	75231	Dallas	Retail	50,137	Sq.
    Ft.	10,700,000.00	10,700,000.00	Interest-only,
    Amortizing Balloon	54,725.13
    	Actual/360	4.58000%
	29	NCB	Artist
    Building at 300 Summer Cooperative Corporation	300
    Summer Street	Boston	MA	02210	Suffolk	Multifamily	48	Units	9,524,360.00	9,524,360.00	Amortizing
    Balloon	48,940.00
    	Actual/360	4.62000%
	30	MSMCH	Gresham
    Plaza	926
    Northeast Main Street	Simpsonville	SC	29681	Greenville	Retail	79,124	Sq.
    Ft.	7,110,000.00	7,096,960.80	Amortizing
    Balloon	37,529.20
    	Actual/360	4.00000%
	31	MSMCH	Edgewater
    Place	1030
    North Rogers Lane	Raleigh	NC	27610	Wake	Retail	92,103	Sq.
    Ft.	7,070,000.00	7,070,000.00	Interest-only,
    Amortizing Balloon	33,509.16
    	Actual/360	3.94000%
	32	BANA	US
    Storage Plano TX	800
    Fulgham Road	Plano	TX	75093	Collin	Self
    Storage	90,600	Sq.
    Ft.	7,070,000.00	7,070,000.00	Interest-only,
    Amortizing Balloon	34,396.31
    	Actual/360	4.15700%
	33	MSMCH	Kohl’s
    Ground Lease	2900
    Las Positas Road	Livermore	CA	94551	Alameda	Retail	88,633	Sq.
    Ft.	7,000,000.00	7,000,000.00	Interest-only,
    Balloon	25,106.42
    	Actual/360	4.24500%
	34	NCB	38
    - 50 West 9th Street Corp.	38
    West 9th Street	New
    York	NY	10011	New
    York	Multifamily	51	Units	6,700,000.00	6,700,000.00	Interest-only,
    Balloon	21,398.13
    	Actual/360	3.78000%
	35	BANA	StorQuest
    - Lafayette	530
    Stacy Court	Lafayette	CO	80026	Boulder	Self
    Storage	72,320	Sq.
    Ft.	6,250,000.00	6,250,000.00	Interest-only,
    Balloon	20,932.58
    	Actual/360	3.96400%
	36	BANA	Extra
    Space Storage - Lodi	630
    South Cherokee Lane	Lodi	CA	95240	San
    Joaquin	Self
    Storage	83,350	Sq.
    Ft.	6,000,000.00	6,000,000.00	Interest-only,
    Balloon	22,112.92
    	Actual/360	4.36200%
	37	BANA	StorQuest
    - Tallahassee	2401
    Barcelona Lane	Tallahassee	FL	32311	Leon	Self
    Storage	76,298	Sq.
    Ft.	6,000,000.00	6,000,000.00	Interest-only,
    Balloon	20,764.44
    	Actual/360	4.09600%
	38	MSMCH	Strawbridge
    Green Apartments	4649
    Strawbridge Street	Indianapolis	IN	46237	Marion	Multifamily	190	Units	6,000,000.00	5,992,458.47	Amortizing
    Balloon	29,551.53
    	Actual/360	4.26000%
	39	BANA	Placerville
    Self Storage	1066
    Locust Avenue	Placerville	CA	95667	El
    Dorado	Self
    Storage	69,575	Sq.
    Ft.	5,900,000.00	5,900,000.00	Interest-only,
    Balloon	22,482.14
    	Actual/360	4.51000%
	40	WFB	CVS
    Retail Plaza	5550
    & 5602 North Illinois Street; 119 West 56th Street; 149 West Westfield Boulevard	Indianapolis	IN	46208	Marion	Retail	28,432	Sq.
    Ft.	5,250,000.00	5,250,000.00	Interest-only,
    Balloon	19,339.93
    	Actual/360	4.36000%
	41	BANA	Summit
    Self Storage	854
    Edgefield Road	North
    Augusta	SC	29841	Aiken	Self
    Storage	94,860	Sq.
    Ft.	5,225,000.00	5,219,196.30	Amortizing
    Balloon	27,445.36
    	Actual/360	4.81000%
	42	NCB	55
    Monroe Boulevard Owners Corp.	55
    Monroe Boulevard	Long
    Beach	NY	11561	Nassau	Multifamily	95	Units	5,200,000.00	5,192,709.66	Amortizing
    Balloon	24,082.01
    	Actual/360	3.75000%
	43	BANA	County
    Line Crossing	8810
    South Emerson Avenue	Indianapolis	IN	46237	Marion	Retail	33,980	Sq.
    Ft.	5,200,000.00	5,175,477.71	Amortizing
    Balloon	26,969.17
    	Actual/360	4.70000%
	44	NCB	2199
    Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	2199
    Holland Avenue	Bronx	NY	10462	Bronx	Multifamily	89	Units	5,000,000.00	5,000,000.00	Amortizing
    Balloon	23,269.41
    	Actual/360	3.79000%
	45	WFB	Englewood
    Village	9730,
    9750, 9770 Highway 69 South	Tuscaloosa	AL	35405	Tuscaloosa	Retail	68,792	Sq.
    Ft.	5,000,000.00	5,000,000.00	Interest-only,
    Amortizing Balloon	24,920.05
    	Actual/360	4.36000%
	46	BANA	Fresenius
    Distribution Center SC	2865
    Dave Lyle Boulevard	Rock
    Hill	SC	29730	York	Industrial	121,500	Sq.
    Ft.	5,000,000.00	4,994,717.89	Amortizing
    Balloon	26,917.53
    	Actual/360	5.02500%
	47	BANA	Irwindale
    Commerce Center	15622-15714
    Arrow Highway	Irwindale	CA	91706	Los
    Angeles	Retail	24,758	Sq.
    Ft.	5,000,000.00	4,994,636.58	Amortizing
    Balloon	26,718.98
    	Actual/360	4.96000%
	48	WFB	Saline
    Shopping Center	501
    East Michigan Avenue	Saline	MI	48176	Washtenaw	Retail	83,906	Sq.
    Ft.	4,600,000.00	4,588,796.89	Amortizing
    Balloon	29,226.17
    	Actual/360	4.55000%
	49	BANA	StorQuest
    - Glendale AZ	9240
    North 67th Avenue	Glendale	AZ	85345	Maricopa	Self
    Storage	75,100	Sq.
    Ft.	4,100,000.00	4,100,000.00	Interest-only,
    Balloon	14,531.98
    	Actual/360	4.19500%
	50	NCB	West
    24th Owners Corp.	425-433
    West 24th Street	New
    York	NY	10011	New
    York	Multifamily	96	Units	3,800,000.00	3,800,000.00	Amortizing
    Balloon	17,512.25
    	Actual/360	3.71000%
	51	NCB	590
    East 3rd Street Owners Corp.	590
    East 3rd Street	Mount
    Vernon	NY	10553	Westchester	Multifamily	81	Units	3,375,000.00	3,375,000.00	Amortizing
    Balloon	13,896.25
    	Actual/360	3.90000%
	52	BANA	Folly
    Road Self Storage	1573
    Folly Road	Charleston	SC	29412	Charleston	Self
    Storage	38,150	Sq.
    Ft.	3,355,000.00	3,355,000.00	Interest-only,
    Amortizing Balloon	16,506.55
    	Actual/360	4.25100%
	53	NCB	71
    Grace Avenue Owners Corp.	71
    Grace Avenue	Great
    Neck	NY	11021	Nassau	Multifamily	31	Units	2,800,000.00	2,796,156.15	Amortizing
    Balloon	13,126.63
    	Actual/360	3.85000%
	54	NCB	Riverbank
    South Owners Corp. a/k/a River Bank South Owners Corp.	377
    West 11th Street	New
    York	NY	10014	New
    York	Multifamily	28	Units	2,700,000.00	2,700,000.00	Interest-only,
    Balloon	8,235.31
    	Actual/360	3.61000%
	55	WFB	Texas
    Retail Portfolio	Various	Various	TX	Various	Various	Retail	46,152	Sq.
    Ft.	2,620,000.00	2,620,000.00	Amortizing
    Balloon	13,588.31
    	Actual/360	4.70000%
	55.01	WFB	Valley
    Ranch	9400
    North MacArthur Boulevard 	Irving	TX	75063	Dallas	Retail	25,136	Sq.
    Ft.	1,470,000.00	 	 	 	 	 
	55.02	WFB	Crossroads
    Center	10045
    North MacArthur Boulevard	Irving	TX	75063	Dallas	Retail	10,575	Sq.
    Ft.	700,000.00	 	 	 	 	 
	55.03	WFB	Green
    Oaks Center	2425
    Southeast Green Oaks Boulevard	Arlington	TX	76018	Tarrant	Retail	10,441	Sq.
    Ft.	450,000.00	 	 	 	 	 
	56	NCB	100
    Randall Avenue Owners Corp.	100
    Randall Avenue	Freeport	NY	11520	Nassau	Multifamily	44	Units	2,000,000.00	2,000,000.00	Amortizing
    Balloon	9,205.66
    	Actual/360	3.70000%
	57	NCB	2680
    Apt Inc.	2680
    East 19th Street	Brooklyn	NY	11235	Kings	Multifamily	107	Units	1,900,000.00	1,898,468.34	Amortizing
    Balloon	7,601.63
    	Actual/360	3.71000%
	58	NCB	36
    Pondfield Road West Owners, Inc.	36-42
    Pondfield Road West	Yonkers	NY	10708	Westchester	Multifamily	36	Units	1,850,000.00	1,850,000.00	Amortizing
    Balloon	7,446.73
    	Actual/360	3.75000%
	59	NCB	Seventy-Eight
    Tenants Corporation	78
    Charles Street	New
    York	NY	10014	New
    York	Multifamily	15	Units	1,800,000.00	1,800,000.00	Interest-only,
    Balloon	5,703.13
    	Actual/360	3.75000%
	60	NCB	67-40
    Yellowstone Blvd. Owners Corp.	67-40
    Yellowstone Boulevard	Forest
    Hills	NY	11375	Queens	Multifamily	111	Units	1,700,000.00	1,700,000.00	Amortizing
    Balloon	6,863.73
    	Actual/360	3.77000%
	61	NCB	230
    Central Avenue Owners Corp.	230
    Central Avenue	Lawrence	NY	11559	Nassau	Multifamily	30	Units	1,700,000.00	1,700,000.00	Interest-only,
    Balloon	5,616.10
    	Actual/360	3.91000%
	62	NCB	Lancaster
    Owners, Incorporated	39-41
    East 10th Street	New
    York	NY	10003	New
    York	Multifamily	10	Units	1,500,000.00	1,500,000.00	Amortizing
    Balloon	6,904.24
    	Actual/360	3.70000%
	63	NCB	2021
    84th St. Owners Corp.	2021
    84th Street	Brooklyn	NY	11214	Kings	Multifamily	64	Units	1,400,000.00	1,400,000.00	Amortizing
    Balloon	6,396.54
    	Actual/360	3.64000%
	64	WFB	Shops
    at Carson	21720
    & 21716 South Avalon Boulevard; 714 & 718 East Carson Street	Carson	CA	90745	Los
    Angeles	Retail	12,861	Sq.
    Ft.	1,200,000.00	1,198,629.89	Amortizing
    Balloon	6,216.44
    	Actual/360	4.69000%
	65	NCB	240
    Prospect Pl. Apt. Corp. 	232-242
    Prospect Place, a/k/a 647 Vanderbilt Avenue	Brooklyn	NY	11238	Kings	Multifamily	8	Units	800,000.00	800,000.00	Amortizing
    Balloon	3,745.90
    	Actual/360	3.84000%



 


     


     


    
 


	BANK
    2017-BNK7	 
	MORTGAGE
    LOAN SCHEDULE	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Administrative
    Fee Rate	Net
    Mortgage Rate	Payment
    Due Date	Stated
    Maturity Date or Anticipated Repayment Date	ARD
    Loan Maturity Date	ARD
    Mortgage Rate After Anticipated Repayment Date	Original
    Term to Maturity or ARD (Mos.)	Remaining
    Term to Maturity or ARD (Mos.)	Amortization
    Term (Original) (Mos.)	Amortization
    Term (Remaining) (Mos.)	Cross
    Collateralized and Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)
	1	MSMCH	General
    Motors Building	0.01030%	3.41970%	9	6/9/2027	NAP	NAP	120	117	IO	IO	NAP	L(27),D(86),O(7)	Fee	0
	2	BANA	222
    Second Street	0.01328%	3.91272%	10	9/10/2027	9/10/2029	6.9260%	120	120	IO	IO	NAP	L(24),D(89),O(7)	Fee	0
	3	WFB	University
    Center Chicago	0.02328%	3.89672%	11	8/11/2027	NAP	NAP	120	119	IO	IO	NAP	L(25),D(88),O(7)	Fee	0
	4	MSMCH	Corporate
    Woods Portfolio	0.01155%	4.43845%	6	9/6/2027	NAP	NAP	120	120	360	360	NAP	L(24),D(90),O(6)	Fee	0
	4.01	MSMCH	Corporate
    Woods - Building 82	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	MSMCH	Corporate
    Woods - Building 40	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	MSMCH	Corporate
    Woods - Building 84	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	MSMCH	Corporate
    Woods - Building 32	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	MSMCH	Corporate
    Woods - Building 34	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	MSMCH	Corporate
    Woods - Building 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	MSMCH	Corporate
    Woods - Building 70	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	MSMCH	Corporate
    Woods - Building 9	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	MSMCH	Corporate
    Woods - Building 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	MSMCH	Corporate
    Woods - Building 12	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	MSMCH	Corporate
    Woods - Building 27	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	MSMCH	Corporate
    Woods - Building 51	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.13	MSMCH	Corporate
    Woods - Building 55	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.14	MSMCH	Corporate
    Woods - Building 65	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.15	MSMCH	Corporate
    Woods - Building 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.16	MSMCH	Corporate
    Woods - Building 75	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	WFB	Westin
    Building Exchange	0.01328%	3.27672%	11	7/11/2027	NAP	NAP	120	118	IO	IO	NAP	L(26),D(87),O(7)	Fee	0
	6	BANA	Mall
    of Louisiana	0.01328%	3.97072%	1	8/1/2027	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0
	7	BANA	Redondo
    Beach Hotel Portfolio	0.04078%	5.07622%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Leasehold	0
	7.01	BANA	Hilton
    Garden Inn Redondo Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	BANA	Residence
    Inn by Marriott Redondo Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	MSMCH	The
    Churchill	0.01328%	3.27472%	1	9/1/2027	NAP	NAP	120	120	IO	IO	NAP	L(23),GRTR
    1% or YM(93),O(4)	Fee	0
	9	WFB	Overlook
    at King of Prussia	0.01328%	3.80672%	11	9/11/2027	NAP	NAP	120	120	IO	IO	NAP	L(36),GRTR
    1% or YM(77),O(7)	Fee	0
	10	WFB	Raleigh
    Marriott City Center	0.01328%	4.92672%	1	6/1/2022	NAP	NAP	60	57	360	360	NAP	L(27),D(29),O(4)	Both	5
	11	MSMCH	411
    East Wisconsin	0.01155%	4.12845%	1	7/1/2027	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0
	12	WFB	Jacksonville
    - Doubletree	0.01328%	4.86672%	11	7/11/2024	NAP	NAP	84	82	360	358	NAP	L(24),GRTR
    1% or YM(55),O(5)	Fee	0
	13	WFB	Moffett
    Place B4	0.01155%	3.62495%	6	8/6/2027	NAP	NAP	120	119	Payment
    Schedule	Payment
    Schedule	NAP	L(25),D(88),O(7)	Fee	0
	14	WFB	Lewis
    Crossing	0.01328%	4.29672%	11	8/11/2027	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	15	WFB	First
    Stamford Place	0.01155%	4.07625%	1	7/1/2027	NAP	NAP	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	0
	16	WFB	Village
    at San Jacinto	0.04078%	4.45922%	11	7/11/2027	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0
	17	MSMCH	Metro
    Towne Center	0.01328%	4.10672%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	L(23),GRTR
    1% or YM(92),O(5)	Fee	5
	18	MSMCH	Sundance
    West Apartments	0.04078%	4.48422%	1	7/1/2025	NAP	NAP	120	94	360	358	NAP	L(50),D(63),O(7)	Fee	5
	19	BANA	Artisan
    Cove	0.01328%	4.48672%	1	7/1/2027	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	5
	20	MSMCH	Montfort
    Valley	0.01328%	4.14672%	1	7/1/2027	NAP	NAP	120	118	IO	IO	NAP	L(23),GRTR
    1% or YM(90),O(7)	Fee	5
	21	MSMCH	8532
    Melrose Avenue	0.01328%	4.16172%	1	8/1/2027	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5
	22	MSMCH	Chateau
    Estates	0.01328%	3.97672%	1	9/1/2027	NAP	NAP	120	120	IO	IO	NAP	L(24),GRTR
    1% or YM(89),O(7)	Fee	5
	23	WFB	HGI
    Memphis Wolfchase Galleria	0.01328%	4.74672%	11	7/11/2027	NAP	NAP	120	118	300	298	NAP	L(26),D(90),O(4)	Fee	0
	24	WFB	Kohl’s
    - Scottsdale	0.01328%	4.44672%	11	5/11/2027	NAP	NAP	120	116	360	356	NAP	L(28),D(88),O(4)	Fee	0
	25	BANA	StorQuest
    - Oakland San Pablo	0.06078%	3.94022%	1	9/1/2027	NAP	NAP	120	120	IO	IO	NAP	L(24),D(91),O(5)	Fee	5
	26	MSMCH	French
    Quarter	0.01328%	4.28672%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	5
	27	NCB	Park
    Lane South Owners, Inc. 	0.08828%	3.68172%	1	8/1/2027	NAP	NAP	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	28	MSMCH	Lakeside
    Village Shopping Center	0.05078%	4.52922%	1	8/1/2027	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0
	29	NCB	Artist
    Building at 300 Summer Cooperative Corporation	0.08828%	4.53172%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	30	MSMCH	Gresham
    Plaza	0.05328%	3.94672%	1	8/1/2027	NAP	NAP	120	119	300	299	NAP	L(25),D(90),O(5)	Fee	5
	31	MSMCH	Edgewater
    Place	0.01328%	3.92672%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	15
	32	BANA	US
    Storage Plano TX	0.01328%	4.14372%	1	8/1/2027	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	5
	33	MSMCH	Kohl’s
    Ground Lease	0.01328%	4.23172%	1	9/1/2027	NAP	NAP	120	120	IO	IO	NAP	L(24),D(92),O(4)	Fee	5
	34	NCB	38
    - 50 West 9th Street Corp.	0.08828%	3.69172%	1	9/1/2027	NAP	NAP	120	120	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	35	BANA	StorQuest
    - Lafayette	0.06078%	3.90322%	1	8/1/2027	NAP	NAP	120	119	IO	IO	NAP	L(25),D(90),O(5)	Fee	5
	36	BANA	Extra
    Space Storage - Lodi	0.08078%	4.28122%	1	8/1/2027	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	4
	37	BANA	StorQuest
    - Tallahassee	0.01328%	4.08272%	1	8/1/2027	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5
	38	MSMCH	Strawbridge
    Green Apartments	0.01328%	4.24672%	1	8/1/2027	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	39	BANA	Placerville
    Self Storage	0.01328%	4.49672%	1	9/1/2027	NAP	NAP	120	120	IO	IO	NAP	GRTR
    1% or YM(24),GRTR 1% or YM or D(91),O(5)	Fee	5
	40	WFB	CVS
    Retail Plaza	0.01328%	4.34672%	11	8/11/2027	NAP	NAP	120	119	IO	IO	NAP	L(25),D(88),O(7)	Fee	0
	41	BANA	Summit
    Self Storage	0.01328%	4.79672%	1	8/1/2027	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(116),O(4)	Fee	5
	42	NCB	55
    Monroe Boulevard Owners Corp.	0.08828%	3.66172%	1	8/1/2027	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	43	BANA	County
    Line Crossing	0.01328%	4.68672%	1	5/1/2027	NAP	NAP	120	116	360	356	NAP	L(28),D(88),O(4)	Fee	5
	44	NCB	2199
    Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	0.08828%	3.70172%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	45	WFB	Englewood
    Village	0.01328%	4.34672%	11	4/11/2027	NAP	NAP	120	115	360	360	NAP	L(29),D(87),O(4)	Both	0
	46	BANA	Fresenius
    Distribution Center SC	0.01328%	5.01172%	1	8/1/2027	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5
	47	BANA	Irwindale
    Commerce Center	0.06328%	4.89672%	1	8/1/2027	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0
	48	WFB	Saline
    Shopping Center	0.01328%	4.53672%	11	8/11/2027	NAP	NAP	120	119	240	239	NAP	L(25),D(91),O(4)	Fee	0
	49	BANA	StorQuest
    - Glendale AZ	0.01328%	4.18172%	1	8/1/2027	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5
	50	NCB	West
    24th Owners Corp.	0.08828%	3.62172%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	51	NCB	590
    East 3rd Street Owners Corp.	0.08828%	3.81172%	1	9/1/2027	NAP	NAP	120	120	480	480	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	52	BANA	Folly
    Road Self Storage	0.01328%	4.23772%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	5
	53	NCB	71
    Grace Avenue Owners Corp.	0.08828%	3.76172%	1	8/1/2027	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	54	NCB	Riverbank
    South Owners Corp. a/k/a River Bank South Owners Corp.	0.08828%	3.52172%	1	9/1/2027	NAP	NAP	120	120	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	55	WFB	Texas
    Retail Portfolio	0.09078%	4.60922%	11	9/11/2027	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0
	55.01	WFB	Valley
    Ranch	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.02	WFB	Crossroads
    Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.03	WFB	Green
    Oaks Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56	NCB	100
    Randall Avenue Owners Corp.	0.08828%	3.61172%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	57	NCB	2680
    Apt Inc.	0.08828%	3.62172%	1	8/1/2027	NAP	NAP	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	58	NCB	36
    Pondfield Road West Owners, Inc.	0.08828%	3.66172%	1	9/1/2027	NAP	NAP	120	120	480	480	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	59	NCB	Seventy-Eight
    Tenants Corporation	0.08828%	3.66172%	1	9/1/2027	NAP	NAP	120	120	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	60	NCB	67-40
    Yellowstone Blvd. Owners Corp.	0.08828%	3.68172%	1	9/1/2027	NAP	NAP	120	120	480	480	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	61	NCB	230
    Central Avenue Owners Corp.	0.08828%	3.82172%	1	8/1/2027	NAP	NAP	120	119	IO	IO	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	62	NCB	Lancaster
    Owners, Incorporated	0.08828%	3.61172%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	63	NCB	2021
    84th St. Owners Corp.	0.08828%	3.55172%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	64	WFB	Shops
    at Carson	0.01328%	4.67672%	11	8/11/2027	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0
	65	NCB	240
    Prospect Pl. Apt. Corp. 	0.08828%	3.75172%	1	9/1/2027	NAP	NAP	120	120	360	360	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


     


     


    
 


	BANK
    2017-BNK7
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Engineering
    Escrow / Deferred Maintenance ($)	Tax
    Escrow (Initial)	Monthly
    Tax Escrow ($)	Tax
    Escrow - Cash or LoC	Tax
    Escrow - LoC Counterparty	Insurance
    Escrow (Initial)	Monthly
    Insurance Escrow ($)	Insurance
    Escrow - Cash or LoC	Insurance
    Escrow - LoC Counterparty	Upfront
    Replacement Reserve ($)	Monthly
    Replacement Reserve ($)(15)	Replacement
    Reserve Cap ($)	Replacement
    Reserve Escrow - Cash or LoC	Replacement
    Reserve Escrow - LoC Counterparty
	1	MSMCH	General
    Motors Building	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	2	BANA	222
    Second Street	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	3	WFB	University
    Center Chicago	0	0	118,585	Cash	NAP	96,969	16,162	Cash	NAP	1,385,081	14,700	0	Cash	NAP
	4	MSMCH	Corporate
    Woods Portfolio	620,488	6,258,114	625,811	Cash	NAP	0	0	NAP	NAP	0	38,258	0	Cash	NAP
	4.01	MSMCH	Corporate
    Woods - Building 82	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	MSMCH	Corporate
    Woods - Building 40	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	MSMCH	Corporate
    Woods - Building 84	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	MSMCH	Corporate
    Woods - Building 32	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	MSMCH	Corporate
    Woods - Building 34	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	MSMCH	Corporate
    Woods - Building 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	MSMCH	Corporate
    Woods - Building 70	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	MSMCH	Corporate
    Woods - Building 9	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	MSMCH	Corporate
    Woods - Building 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	MSMCH	Corporate
    Woods - Building 12	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	MSMCH	Corporate
    Woods - Building 27	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	MSMCH	Corporate
    Woods - Building 51	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.13	MSMCH	Corporate
    Woods - Building 55	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.14	MSMCH	Corporate
    Woods - Building 65	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.15	MSMCH	Corporate
    Woods - Building 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.16	MSMCH	Corporate
    Woods - Building 75	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	WFB	Westin
    Building Exchange	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	6	BANA	Mall
    of Louisiana	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	7	BANA	Redondo
    Beach Hotel Portfolio	0	368,514	92,129	Cash	NAP	0	0	NAP	NAP	0	63,456	0	Cash	NAP
	7.01	BANA	Hilton
    Garden Inn Redondo Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	BANA	Residence
    Inn by Marriott Redondo Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	MSMCH	The
    Churchill	0	1,567,769	522,590	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	9	WFB	Overlook
    at King of Prussia	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	10	WFB	Raleigh
    Marriott City Center	0	372,351	62,059	Cash	NAP	0	0	NAP	NAP	0	89,235	0	Cash	NAP
	11	MSMCH	411
    East Wisconsin	175,000	467,778	233,889	Cash	NAP	0	0	NAP	NAP	0	11,135	0	Cash	NAP
	12	WFB	Jacksonville
    - Doubletree	0	220,165	27,521	Cash	NAP	0	0	NAP	NAP	0	49,142	0	Cash	NAP
	13	WFB	Moffett
    Place B4	0	499,913	71,416	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	14	WFB	Lewis
    Crossing	0	21,250	22,430	Cash	NAP	50,160	4,390	Cash	NAP	0	2,750	200,000	Cash	NAP
	15	WFB	First
    Stamford Place	0	2,486,098	334,939	Cash	NAP	0	0	NAP	NAP	0	15,458	556,493	Cash	NAP
	16	WFB	Village
    at San Jacinto	0	59,128	14,782	Cash	NAP	0	0	NAP	NAP	0	1,550	45,000	Cash	NAP
	17	MSMCH	Metro
    Towne Center	164,352	26,635	26,635	Cash	NAP	0	0	NAP	NAP	0	2,344	0	Cash	NAP
	18	MSMCH	Sundance
    West Apartments	41,156	77,017	12,836	Cash	NAP	0	0	NAP	NAP	0	8,721	0	Cash	NAP
	19	BANA	Artisan
    Cove	0	83,606	13,934	Cash	NAP	4,581	1,145	Cash	NAP	0	1,063	0	Cash	NAP
	20	MSMCH	Montfort
    Valley	0	12,837	12,837	Cash	NAP	0	0	NAP	NAP	0	4,667	0	Cash	NAP
	21	MSMCH	8532
    Melrose Avenue	0	75,903	10,843	Cash	NAP	2,291	2,291	Cash	NAP	0	0	0	NAP	NAP
	22	MSMCH	Chateau
    Estates	0	24,904	12,452	Cash	NAP	0	0	Cash	NAP	0	3,833	0	Cash	NAP
	23	WFB	HGI
    Memphis Wolfchase Galleria	0	103,310	39,767	Cash	NAP	20,932	4,187	Cash	NAP	0	17,587	0	Cash	NAP
	24	WFB	Kohl’s
    - Scottsdale	0	0	0	NAP	NAP	0	0	NAP	NAP	0	4,214	0	Cash	NAP
	25	BANA	StorQuest
    - Oakland San Pablo	0	117,369	13,041	Cash	NAP	5,882	2,941	Cash	NAP	40,000	761	80,000	Cash	NAP
	26	MSMCH	French
    Quarter	0	57,097	8,157	Cash	NAP	0	0	NAP	NAP	0	954	0	Cash	NAP
	27	NCB	Park
    Lane South Owners, Inc. 	0	168,960	56,320	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	28	MSMCH	Lakeside
    Village Shopping Center	6,450	73,421	24,474	Cash	NAP	0	0	NAP	NAP	0	836	0	Cash	NAP
	29	NCB	Artist
    Building at 300 Summer Cooperative Corporation	0	14,135	7,068	Cash	NAP	7,500	732	Cash	NAP	0	0	0	NAP	NAP
	30	MSMCH	Gresham
    Plaza	0	125,635	15,704	Cash	NAP	0	0	NAP	NAP	0	1,319	0	Cash	NAP
	31	MSMCH	Edgewater
    Place	25,125	0	8,082	Cash	NAP	2,458	1,229	Cash	NAP	0	2,763	216,055	Cash	NAP
	32	BANA	US
    Storage Plano TX	355,118	90,879	12,983	Cash	NAP	0	0	NAP	NAP	0	1,133	0	Cash	NAP
	33	MSMCH	Kohl’s
    Ground Lease	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	34	NCB	38
    - 50 West 9th Street Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	35	BANA	StorQuest
    - Lafayette	17,000	47,962	11,991	Cash	NAP	0	0	NAP	NAP	0	904	32,544	Cash	NAP
	36	BANA	Extra
    Space Storage - Lodi	0	18,333	3,667	Cash	NAP	0	0	NAP	NAP	0	1,042	37,508	Cash	NAP
	37	BANA	StorQuest
    - Tallahassee	0	132,567	13,257	Cash	NAP	0	0	NAP	NAP	0	954	34,334	Cash	NAP
	38	MSMCH	Strawbridge
    Green Apartments	181,875	0	11,808	Cash	NAP	0	0	NAP	NAP	0	4,481	0	Cash	NAP
	39	BANA	Placerville
    Self Storage	0	25,150	2,794	Cash	NAP	197	98	Cash	NAP	980	0	0	NAP	NAP
	40	WFB	CVS
    Retail Plaza	0	7,170	2,390	Cash	NAP	2,918	2,918	Cash	NAP	0	474	11,373	Cash	NAP
	41	BANA	Summit
    Self Storage	0	39,156	4,351	Cash	NAP	4,125	1,375	Cash	NAP	0	1,060	38,171	Cash	NAP
	42	NCB	55
    Monroe Boulevard Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	43	BANA	County
    Line Crossing	71,170	8,431	8,431	Cash	NAP	10,185	1,273	Cash	NAP	136,000	425	0	Cash	NAP
	44	NCB	2199
    Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	0	40,846	13,615	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	45	WFB	Englewood
    Village	0	28,048	4,066	Cash	NAP	16,357	1,487	Cash	NAP	75,000	1,146	75,000	Cash	NAP
	46	BANA	Fresenius
    Distribution Center SC	0	123,544	13,727	Cash	NAP	0	0	NAP	NAP	0	1,519	0	Cash	NAP
	47	BANA	Irwindale
    Commerce Center	11,625	30,770	5,128	Cash	NAP	0	0	NAP	NAP	0	413	0	Cash	NAP
	48	WFB	Saline
    Shopping Center	0	0	15,137	Cash	NAP	6,980	1,396	Cash	NAP	0	1,608	50,000	Cash	NAP
	49	BANA	StorQuest
    - Glendale AZ	0	16,272	2,712	Cash	NAP	0	0	NAP	NAP	0	939	33,795	Cash	NAP
	50	NCB	West
    24th Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	51	NCB	590
    East 3rd Street Owners Corp.	0	77,221	17,921	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	52	BANA	Folly
    Road Self Storage	1,388	36,254	3,625	Cash	NAP	0	0	NAP	NAP	14,000	540	0	Cash	NAP
	53	NCB	71
    Grace Avenue Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	54	NCB	Riverbank
    South Owners Corp. a/k/a River Bank South Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	55	WFB	Texas
    Retail Portfolio	210,000	96,120	10,680	Cash	NAP	0	0	NAP	NAP	0	1,268	0	Cash	NAP
	55.01	WFB	Valley
    Ranch	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.02	WFB	Crossroads
    Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.03	WFB	Green
    Oaks Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56	NCB	100
    Randall Avenue Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	57	NCB	2680
    Apt Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	58	NCB	36
    Pondfield Road West Owners, Inc.	0	19,026	8,861	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	59	NCB	Seventy-Eight
    Tenants Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	60	NCB	67-40
    Yellowstone Blvd. Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	61	NCB	230
    Central Avenue Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	62	NCB	Lancaster
    Owners, Incorporated	0	9,000	9,000	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	63	NCB	2021
    84th St. Owners Corp.	0	11,252	11,252	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP
	64	WFB	Shops
    at Carson	0	10,855	2,171	Cash	NAP	30,375	3,375	Cash	NAP	0	525	0	Cash	NAP
	65	NCB	240
    Prospect Pl. Apt. Corp. 	0	2,000	2,000	Cash	NAP	0	0	NAP	NAP	0	0	0	NAP	NAP



 


     


     


    
 


	BANK
    2017-BNK7
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Upfront
    TI/LC Reserve ($)	Monthly
    TI/LC Reserve ($)	TI/LC
    Reserve Cap ($)	TI/LC
    Escrow - Cash or LoC	TI/LC
    Escrow - LoC Counterparty	Debt
    Service Escrow (Initial) ($)	Debt
    Service Escrow (Monthly) ($)	Debt
    Service Escrow - Cash or LoC	Debt
    Service Escrow - LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow I (Initial) ($)	Other
    Escrow I (Monthly) ($)(11)(16)	Other
    Escrow I Cap ($)	Other
    Escrow I Escrow - Cash or LoC
	1	MSMCH	General
    Motors Building	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	2	BANA	222
    Second Street	0	0	0	NAP	NAP	0	0	NAP	NAP	LinkedIn
    Reserve ($7,709,282); Gap Rent Reserve ($1,930,704)	9,639,986	0	0	Cash
	3	WFB	University
    Center Chicago	0	0	0	NAP	NAP	0	0	NAP	NAP	Seasonality
    Reserve	0	430,018	0	Cash
	4	MSMCH	Corporate
    Woods Portfolio	7,500,000	0	7,500,000	Cash	NAP	0	0	NAP	NAP	Unfunded
    Tenant Obligation Reserve Funds	1,481,165	0	0	Cash
	4.01	MSMCH	Corporate
    Woods - Building 82	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	MSMCH	Corporate
    Woods - Building 40	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	MSMCH	Corporate
    Woods - Building 84	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	MSMCH	Corporate
    Woods - Building 32	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	MSMCH	Corporate
    Woods - Building 34	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	MSMCH	Corporate
    Woods - Building 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	MSMCH	Corporate
    Woods - Building 70	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	MSMCH	Corporate
    Woods - Building 9	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	MSMCH	Corporate
    Woods - Building 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	MSMCH	Corporate
    Woods - Building 12	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	MSMCH	Corporate
    Woods - Building 27	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	MSMCH	Corporate
    Woods - Building 51	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.13	MSMCH	Corporate
    Woods - Building 55	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.14	MSMCH	Corporate
    Woods - Building 65	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.15	MSMCH	Corporate
    Woods - Building 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.16	MSMCH	Corporate
    Woods - Building 75	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	WFB	Westin
    Building Exchange	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	6	BANA	Mall
    of Louisiana	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	7	BANA	Redondo
    Beach Hotel Portfolio	0	0	0	NAP	NAP	0	0	NAP	NAP	USHA
    Funds	336,000	0	0	Cash
	7.01	BANA	Hilton
    Garden Inn Redondo Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	BANA	Residence
    Inn by Marriott Redondo Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	MSMCH	The
    Churchill	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	9	WFB	Overlook
    at King of Prussia	0	0	0	NAP	NAP	0	0	NAP	NAP	Saks
    TILC Reserve	442,104	0	0	Cash
	10	WFB	Raleigh
    Marriott City Center	0	0	0	NAP	NAP	0	0	NAP	NAP	PIP
    Reserve	12,000,000	0	0	Cash
	11	MSMCH	411
    East Wisconsin	0	75,089	2,703,191	Cash	NAP	0	0	NAP	NAP	Outstanding
    TI/LC Funds	388,645	0	0	Cash
	12	WFB	Jacksonville
    - Doubletree	0	0	0	NAP	NAP	0	0	NAP	NAP	PIP
    Reserve	0	0	0	NAP
	13	WFB	Moffett
    Place B4	0	0	0	NAP	NAP	0	0	NAP	NAP	Tenant
    Specific TILC Reserve	13,247,677	0	0	Cash
	14	WFB	Lewis
    Crossing	0	13,750	800,000	Cash	NAP	0	0	NAP	NAP	Tenant
    Specific TILC / Rent Concession Reserve	Tenant
    Specific TILC ($148,393) / Rent Concession ($60,695) Reserve	0	0	Cash
	15	WFB	First
    Stamford Place	0	168,848	0	Cash	NAP	0	0	NAP	NAP	Rent
    Concession Reserve	4,138,229	0	0	Cash
	16	WFB	Village
    at San Jacinto	0	6,250	150,000	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	17	MSMCH	Metro
    Towne Center	28,500	10,666	0	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	18	MSMCH	Sundance
    West Apartments	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	19	BANA	Artisan
    Cove	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	20	MSMCH	Montfort
    Valley	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	21	MSMCH	8532
    Melrose Avenue	0	0	0	NAP	NAP	0	0	NAP	NAP	Unfunded
    TI/LC Deposit	122,275	0	0	Cash
	22	MSMCH	Chateau
    Estates	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	23	WFB	HGI
    Memphis Wolfchase Galleria	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	24	WFB	Kohl’s
    - Scottsdale	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	25	BANA	StorQuest
    - Oakland San Pablo	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	26	MSMCH	French
    Quarter	100,000	6,438	0	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	27	NCB	Park
    Lane South Owners, Inc. 	0	0	0	NAP	NAP	0	0	NAP	NAP	Collateral
    Security Agreement for Capital Improvements	2,500,000	0	0	Cash
	28	MSMCH	Lakeside
    Village Shopping Center	150,000	0	150,000	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	29	NCB	Artist
    Building at 300 Summer Cooperative Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	Collateral
    Security Agreement for Capital Improvements	4,704,174	0	0	Cash
	30	MSMCH	Gresham
    Plaza	0	3,297	40,000	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	31	MSMCH	Edgewater
    Place	0	4,989	250,000	Cash	NAP	0	0	NAP	NAP	Discount
    City rent abatement.	29,867	0	0	NAP
	32	BANA	US
    Storage Plano TX	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	33	MSMCH	Kohl’s
    Ground Lease	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	34	NCB	38
    - 50 West 9th Street Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	35	BANA	StorQuest
    - Lafayette	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	36	BANA	Extra
    Space Storage - Lodi	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	37	BANA	StorQuest
    - Tallahassee	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	38	MSMCH	Strawbridge
    Green Apartments	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	39	BANA	Placerville
    Self Storage	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	40	WFB	CVS
    Retail Plaza	0	0	0	NAP	NAP	0	0	NAP	NAP	Springing
    CVS Reserve	0	0	0	NAP
	41	BANA	Summit
    Self Storage	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	42	NCB	55
    Monroe Boulevard Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	43	BANA	County
    Line Crossing	0	2,832	170,000	Cash	NAP	0	0	NAP	NAP	That
    Place Reserve ($150,000); Free Rent Reserve ($32,000)	182,000	0	0	Cash
	44	NCB	2199
    Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	45	WFB	Englewood
    Village	0	0	0	NAP	NAP	0	0	NAP	NAP	Winn-Dixie
    Reserve	0	5,149	250,000	Cash
	46	BANA	Fresenius
    Distribution Center SC	0	5,063	364,536	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	47	BANA	Irwindale
    Commerce Center	0	3,000	150,000	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	48	WFB	Saline
    Shopping Center	0	5,575	250,000	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	49	BANA	StorQuest
    - Glendale AZ	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	50	NCB	West
    24th Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	51	NCB	590
    East 3rd Street Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	52	BANA	Folly
    Road Self Storage	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	53	NCB	71
    Grace Avenue Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	Collateral
    Security Agreement for Capital Improvements	125,000	0	0	Cash
	54	NCB	Riverbank
    South Owners Corp. a/k/a River Bank South Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	55	WFB	Texas
    Retail Portfolio	40,000	6,080	0	Cash	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	55.01	WFB	Valley
    Ranch	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.02	WFB	Crossroads
    Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.03	WFB	Green
    Oaks Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56	NCB	100
    Randall Avenue Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	57	NCB	2680
    Apt Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	58	NCB	36
    Pondfield Road West Owners, Inc.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	59	NCB	Seventy-Eight
    Tenants Corporation	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	60	NCB	67-40
    Yellowstone Blvd. Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	61	NCB	230
    Central Avenue Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	62	NCB	Lancaster
    Owners, Incorporated	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	63	NCB	2021
    84th St. Owners Corp.	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP
	64	WFB	Shops
    at Carson	0	1,070	50,000	Cash	NAP	0	0	NAP	NAP	Springing
    IHOP Reserve	0	0	0	NAP
	65	NCB	240
    Prospect Pl. Apt. Corp. 	0	0	0	NAP	NAP	0	0	NAP	NAP	NAP	0	0	0	NAP



 


     


     


    
 


	BANK
    2017-BNK7
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other  Escrow
    I - LoC Counterparty	Other
    Escrow II Reserve Description	Other
    Escrow II (Initial) ($)	Other
    Escrow II (Monthly) ($)	Other
    Escrow II Cap ($)	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox	Borrower
    Name	Sponsor
    Name	Master
    Servicing Fee Rate
	1	MSMCH	General
    Motors Building	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	767
    Fifth Partners LLC	Boston
    Properties Limited Partnership, 767 LLC and Sungate Fifth Avenue LLC	0.00250%
	2	BANA	222
    Second Street	NAP	Proposition
    13 Reserve	1,518,368	0	0	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	222
    Second Street Owner, L.P.	TSCE
    Real Estate, L.P.	0.00500%
	3	WFB	University
    Center Chicago	NAP	Tenant
    Specific TILC Reserve	485,951	0	0	Cash	NAP	NAP	N	 	Hard/Upfront
    Cash Management	University
    Center Property LLC	UCC
    Chicago Acquisition Partner LLC; Blue Vista Capital Management, LLC	0.01500%
	4	MSMCH	Corporate
    Woods Portfolio	NAP	Operating
    Expense Funds (Springing)	0	0	0	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	Corporate
    Woods Kansas Realty LP	Raymond
    Massa	0.00500%
	4.01	MSMCH	Corporate
    Woods - Building 82	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	MSMCH	Corporate
    Woods - Building 40	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	MSMCH	Corporate
    Woods - Building 84	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	MSMCH	Corporate
    Woods - Building 32	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	MSMCH	Corporate
    Woods - Building 34	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	MSMCH	Corporate
    Woods - Building 14	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	MSMCH	Corporate
    Woods - Building 70	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	MSMCH	Corporate
    Woods - Building 9	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	MSMCH	Corporate
    Woods - Building 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	MSMCH	Corporate
    Woods - Building 12	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	MSMCH	Corporate
    Woods - Building 27	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	MSMCH	Corporate
    Woods - Building 51	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.13	MSMCH	Corporate
    Woods - Building 55	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.14	MSMCH	Corporate
    Woods - Building 65	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.15	MSMCH	Corporate
    Woods - Building 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.16	MSMCH	Corporate
    Woods - Building 75	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	WFB	Westin
    Building Exchange	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management	2001
    Sixth LLC	Clise
    Properties, Inc.; Digital Realty Trust, L.P.	0.00500%
	6	BANA	Mall
    of Louisiana	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	Mall
    of Louisiana, LLC; Mall of Louisiana Land, LLC	GGP
    Real Estate Holding I, Inc.	0.00500%
	7	BANA	Redondo
    Beach Hotel Portfolio	NAP	Ground
    Rent Funds	0	48,750	0	Cash	NAP	NAP	N	 	Soft/Springing
    Cash Management	TRCF
    Redondo, LLC	James
    Bradley Wagstaff	0.03250%
	7.01	BANA	Hilton
    Garden Inn Redondo Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	BANA	Residence
    Inn by Marriott Redondo Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	MSMCH	The
    Churchill	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	Churchill
    Owners Corp.	N/A	0.00500%
	9	WFB	Overlook
    at King of Prussia	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	DDRTC
    Overlook at King of Prussia LLC	DDRTC
    Core Retail Fund, LLC	0.00500%
	10	WFB	Raleigh
    Marriott City Center	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	CWI
    Raleigh Hotel, LLC	Carey
    Watermark Investors Incorporated	0.00500%
	11	MSMCH	411
    East Wisconsin	NAP	Free
    Rent Funds	64,275	0	0	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	Middleton
    Milwaukee Investors LLC	Middleton
    Partners LLC 	0.00250%
	12	WFB	Jacksonville
    - Doubletree	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	MHI
    Jacksonville LLC	Sotherly
    Hotels LP	0.00500%
	13	WFB	Moffett
    Place B4	NAP	Rent
    Concession Reserve	17,046,036	0	0	Cash	NAP	NAP	N	 	Hard/Upfront
    Cash Management	MP
    B4 LLC	Paul
    Guarantor LLC	0.00500%
	14	WFB	Lewis
    Crossing	NAP	Landlord
    Upfit / Earnout Reserve	Landlord
    Upfit ($502,000) / Earnout ($400,000) Reserve	0	0	Cash	NAP	NAP	N	 	Springing	Lewcon
    Retail, LLC	John
    Collett; Michael E. Robbe; Michael D. Smith; Tyler C. Covington	0.00500%
	15	WFB	First
    Stamford Place	NAP	Tenant
    Specific TILC Reserve	5,248,949	0	0	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	ESRT
    First Stamford Place SPE, L.L.C.	Empire
    State Realty OP, L.P.	0.00250%
	16	WFB	Village
    at San Jacinto	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Ramona
    State Partners, LLC	Mark
    T. Burger; Ronald A. Recht	0.03250%
	17	MSMCH	Metro
    Towne Center	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	ACP
    Metro Towne Center, LLC	A&C
    Tank Sales Company, Inc.	0.00500%
	18	MSMCH	Sundance
    West Apartments	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Sundance
    HC2, LLC	Haley
    Communities Limited Partnership Fund No. 2	0.03250%
	19	BANA	Artisan
    Cove	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Artisan
    Cove Properties, LLC	David
    M.Spatz	0.00500%
	20	MSMCH	Montfort
    Valley	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	AV
    Montfort, LLC	Bernard
    Englard; Joseph Hoch	0.00500%
	21	MSMCH	8532
    Melrose Avenue	NAP	Abated
    Rent Deposit	148,959	0	0	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management	Melrose
    Avenue Holdings, LLC	Third
    Point Opportunities Master Fund L.P.	0.00500%
	22	MSMCH	Chateau
    Estates	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	AV
    Holiday Park, LLC	Bartlett
    Lonestar, LLC	0.00500%
	23	WFB	HGI
    Memphis Wolfchase Galleria	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Wolfchase
    Hospitality, Inc	Sangeeta
    Purohit; Visanji T. Gala; Jaya Gala	0.00500%
	24	WFB	Kohl’s
    - Scottsdale	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	GD
    KS Acquisition Company LLC	Gilbane
    Development Company	0.00500%
	25	BANA	StorQuest
    - Oakland San Pablo	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	2227
    San Pablo SP, LLC	William
    W. Hobin; Clark W. Porter; Timothy B. Hobin	0.05250%
	26	MSMCH	French
    Quarter	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	French
    Quarters, LLC	3D
    Investments	0.00500%
	27	NCB	Park
    Lane South Owners, Inc. 	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	Park
    Lane South Owners, Inc. 	NAP	0.08000%
	28	MSMCH	Lakeside
    Village Shopping Center	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	RPI
    Lakeside S.C., Ltd.	Retail
    Plazas, Inc.	0.04250%
	29	NCB	Artist
    Building at 300 Summer Cooperative Corporation	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	Artist
    Building at 300 Summer Cooperative Corporation	NAP	0.08000%
	30	MSMCH	Gresham
    Plaza	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Gresham
    LLC	Six
    Pines Realty, L.C.	0.04500%
	31	MSMCH	Edgewater
    Place	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Ardena
    Edgewater, LLC	Daniel
    Benzvi	0.00500%
	32	BANA	US
    Storage Plano TX	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Westport
    Plano Self Storage, LLC; Orvarl LLC; Orvaml, LLC	Westport
    Properties, Inc	0.00500%
	33	MSMCH	Kohl’s
    Ground Lease	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	C
    & D Livermore, LLC	David
    Lazares	0.00500%
	34	NCB	38
    - 50 West 9th Street Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	38
    - 50 West 9th Street Corp.	NAP	0.08000%
	35	BANA	StorQuest
    - Lafayette	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	530
    Stacy SP, LLC	William
    W. Hobin; Clark W. Porter; Timothy B. Hobin	0.05250%
	36	BANA	Extra
    Space Storage - Lodi	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Red
    Hat Properties - Lodi, L.P.	Ken
    High; Thomas Pecht and Ann Maureen King	0.07250%
	37	BANA	StorQuest
    - Tallahassee	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	2401
    Barcelona SP, LLC	William
    W. Hobin; Clark W. Porter; Timothy B. Hobin	0.00500%
	38	MSMCH	Strawbridge
    Green Apartments	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	ECG-Indianapolis-II
    LLC	Michael
    Gortenburg; Scott Asner	0.00500%
	39	BANA	Placerville
    Self Storage	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	CP
    1066 Locust Ave, LLC	Gregory
    J. Drennan; Kenneth M.Pratt; Timothy E. Wright	0.00500%
	40	WFB	CVS
    Retail Plaza	NAP	Springing
    Safeway Reserve	0	0	0	NAP	NAP	NAP	N	 	None	MJW
    III, LLC	Jeff
    Jurow	0.00500%
	41	BANA	Summit
    Self Storage	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Summit
    Self Storage of South Carolina, LLC	Charles
    G.Caye, Jr	0.00500%
	42	NCB	55
    Monroe Boulevard Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	55
    Monroe Boulevard Owners Corp.	NAP	0.08000%
	43	BANA	County
    Line Crossing	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	County
    Line Crossing Associates, LLC	Schrage
    Development	0.00500%
	44	NCB	2199
    Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	2199
    Holland Avenue Apartment Corp. F/K/A Powers Equities, Inc.	NAP	0.08000%
	45	WFB	Englewood
    Village	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	Englewood
    Village, LLC	Robert
    H. Park	0.00500%
	46	BANA	Fresenius
    Distribution Center SC	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management	Vista
    Hill Properties LLC	C.
    Edwared Harmon	0.00500%
	47	BANA	Irwindale
    Commerce Center	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	Irwindale
    4th Street Associates LLC	P.
    James Barthe; Nancy R.Barthe; Matthew I. Lamishaw; Suzan Klien Lamishaw	0.05500%
	48	WFB	Saline
    Shopping Center	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	K
    & K Developers Limited Partnership	Donald
    J. Salkowski	0.00500%
	49	BANA	StorQuest
    - Glendale AZ	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	9240
    N 67th SP, LLC	William
    W. Hobin; Clark W. Porter; Timothy B. Hobin	0.00500%
	50	NCB	West
    24th Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	West
    24th Owners Corp.	NAP	0.08000%
	51	NCB	590
    East 3rd Street Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	590
    East 3rd Street Owners Corp.	NAP	0.08000%
	52	BANA	Folly
    Road Self Storage	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	Springing	CLC
    Charlestonsc I, LLC	William
    Millard Choate	0.00500%
	53	NCB	71
    Grace Avenue Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	71
    Grace Avenue Owners Corp.	NAP	0.08000%
	54	NCB	Riverbank
    South Owners Corp. a/k/a River Bank South Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	Riverbank
    South Owners Corp. a/k/a River Bank South Owners Corp.	NAP	0.08000%
	55	WFB	Texas
    Retail Portfolio	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	Bremen
    House Texas, Inc.; German News Texas, Inc.	Berrin
    Tekiner; Gonja Hediye Hartmann Tekiner	0.08250%
	55.01	WFB	Valley
    Ranch	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.02	WFB	Crossroads
    Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.03	WFB	Green
    Oaks Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56	NCB	100
    Randall Avenue Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	100
    Randall Avenue Owners Corp.	NAP	0.08000%
	57	NCB	2680
    Apt Inc.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	2680
    Apt Inc.	NAP	0.08000%
	58	NCB	36
    Pondfield Road West Owners, Inc.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	36
    Pondfield Road West Owners, Inc.	NAP	0.08000%
	59	NCB	Seventy-Eight
    Tenants Corporation	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	Seventy-Eight
    Tenants Corporation	NAP	0.08000%
	60	NCB	67-40
    Yellowstone Blvd. Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	67-40
    Yellowstone Blvd. Owners Corp.	NAP	0.08000%
	61	NCB	230
    Central Avenue Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	230
    Central Avenue Owners Corp.	NAP	0.08000%
	62	NCB	Lancaster
    Owners, Incorporated	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	Lancaster
    Owners, Incorporated	NAP	0.08000%
	63	NCB	2021
    84th St. Owners Corp.	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	2021
    84th St. Owners Corp.	NAP	0.08000%
	64	WFB	Shops
    at Carson	NAP	Dog
    Haus Reserve	120,000	0	0	Cash	NAP	NAP	N	 	Springing	Carson
    City Center Retail LLC	Thomas
    Safran & Associates Development, Inc.	0.00500%
	65	NCB	240
    Prospect Pl. Apt. Corp. 	NAP	NAP	0	0	0	NAP	NAP	NAP	N	 	None	240
    Prospect Pl. Apt. Corp.	NAP	0.08000%



 


     


     


    
 


 


EXHIBIT
C



FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association

        as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7

       [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 in connection
with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (the “Certificates”).
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The Purchaser is not purchasing
a Class R Certificate and the Purchaser is an institution that is an “accredited investor” within the meaning
of Rule 501(a)(1),



 





 



 


*
       Purchaser must select one of the following two certifications.


 






    Exhibit C-1


     


    

 


(2), (3) or (7) of Regulation D (“Regulation
D”) under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all
of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D (each, an “Institutional Accredited Investor”) and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts
for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment. The
Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional
Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to
reimburse the Trust for any costs incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer
is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be
provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the
view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the
Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the
Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain investors
in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities


 






    Exhibit C-2


     


    

 


Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on
the Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor
form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser
is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]***
two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
the Certificates and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected
to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
[IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable
successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that
any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change
in the most recent IRS form of certification furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States


 





 



 


		**	Each Purchaser must select one of the two alternative
certifications.



 


		***	Does not apply to a transfer of Class R Certificates.





 






    Exhibit C-3


     


    

 


federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax
Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.     Please
make all payments due on the Certificates:****


 








	☐	(a)	by wire transfer to the following account at a
bank or entity in New York, New York, having appropriate facilities therefor:



 





	 	Bank:	 	 






	 	ABA #: 	 	 






	 	Account #:	 	 






	 	Attention:	 	 



 


	☐	(b)	by mailing a check or draft to the following address:









	 	 	 	 
	 	 	 	 
	 	 	 	 








 


9.     If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or
more partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 


 


	 	By:	 
	 	 	Name:
	 	 	Title:







 





 



 


****
       Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or
(b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s Definitive Certificates
have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 






    Exhibit C-4


     


    

 


EXHIBIT
D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,


           as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BANK 2017-BNK7


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7
(the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of September 1, 2017, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer



 











	STATE OF	)
	 	) ss.:
	COUNTY OF	)


 



I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership


 






    Exhibit D-1-1


     


    

 


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


 


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


     


    

 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐       None
of the above.


 


9.         The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows
generated by such Certificate.


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in


 






    Exhibit D-1-3


     


    

 


substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer if
it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is
not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to
remain a Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted
Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit D-1-4


     


    




 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 








	 	 	 
	 	NOTARY PUBLIC in and for the
	 	State of _______________
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 	 



 






    Exhibit D-1-5


     


    

 





EXHIBIT
D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

           as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BANK 2017-BNK7


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 (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
September 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, Rialto Capital Advisors, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in


 






    Exhibit D-2-1


     


    

 


the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable
for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit D-2-2


     


    




 


EXHIBIT
D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF RR INTEREST


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479





Attention: Corporate Trust
Services (CMBS) –





BANK 2017-BNK7





[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:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7
(the “Certificates”) issued pursuant to the
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of September 1, 2017, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, 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, Merrill Lynch,
Pierce, Fenner & Smith Incorporated or Morgan Stanley & Co., or an affiliate thereof.



 


		4.	Check one of the following:



 


		☐	The transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser certifies,
represents and warrants to you, as Certificate Registrar, that:



 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the RR Interest as a nominee, trustee or agent for any person that is not a
Majority-Owned Affiliate, and that for so long as it retains its interest in the RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It will be bound by the U.S. Credit Risk Retention Agreement, between Wells Fargo Bank, National
Association, Morgan Stanley Capital Holdings LLC, Bank of America, National Association and Morgan Stanley Bank, N.A., dated and
effective as of September 28, 2017 (the “Credit Risk Retention Agreement”) as if it were a party to such agreement.



 


		D.	It hereby makes each representation set forth in Section 4(b) of the Credit Risk Retention Agreement.



 


		E.	It consents to any additional restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the RR Interest will satisfy the risk
retention requirements of the Transferor, in its capacity as [sponsor][originator] under Regulation RR.



 






    Exhibit D-3-2


     


    

 


☐      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__.








	 	 	 
	 	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 Bank, National Association
	 	 	 
	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





600 South
4th Street, 7th Floor





MAC N9300-070





Minneapolis,
Minnesota 55479





Attention: Corporate Trust
Services (CMBS) –





BANK 2017-BNK7





[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:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7
(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 September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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-4-1


     


    

 


		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, Merrill Lynch,
Pierce, Fenner & Smith Incorporated or Morgan Stanley & Co. LLC or an affiliate thereof.



 


		3.	Check one of the following:



 


		☐	The transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
certifies, represents and warrants to you that:



 


		A.	The Transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Wells Fargo
Bank, National Association, Morgan Stanley Mortgage Capital Holdings LLC, Bank of America, National Association and Morgan Stanley
Bank, N.A., dated and effective as of September 28, 2017 (the “Credit Risk Retention Agreement”).



 


		B.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor.



 


		C.	The Transferee has complied in all material respects with all of the covenants in the Credit Risk
Retention Agreement during the period from the date of the Credit Risk Retention Agreement through and including the date of this
transfer.



 


		D.	All of the representations and warranties made by the Transferor in the Credit Risk Retention Agreement
are true and correct as of the date of the transfer.



 


		E.	All of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement have been
complied with through and including the date of the transfer.



 


		☐	The transfer will occur after the termination of the RR Interest Transfer Restriction Period.



 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 






    Exhibit D-4-2


     


    

 


	 	 	 
	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:





	 	 	 
	 	Wells
Fargo Bank, National Association
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 







    Exhibit D-4-3


     


    

  


EXHIBIT
E



FORM OF REQUEST FOR RELEASE


 


(for Custodian)


 





	Loan Information
	 	Name of Mortgagor:	
 
	 	 	 
	 	[[General][NCB] Master Servicer]	 
	 	[[General][NCB] Special Servicer]

Loan No.:	
 
	Custodian
	 	Name:	Wells Fargo Bank, National Association

1055 10th Ave SE
	 	Address:	Minneapolis, Minnesota 55414
 Attention:  Document Custody Group

                                                                                BANK 2017-BNK7

	 	Custodian/Trustee

Mortgage File No.:	 
	 	 	 
	Depositor
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.
	 	Address:	
        c/o Wells Fargo
Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

	 	 	 
	 	Certificates:	BANK 2017-BNK7,

Commercial Mortgage Pass-Through Certificates,

Series 2017-BNK7


 


The undersigned [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, 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 September 1, 2017, by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National


 






    Exhibit E-1


     


    

 


Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and 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 [Master
Servicer] [Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds
thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall return the Documents to the Custodian when the need therefor
no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds
thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall keep the Documents separate and distinct from all other property in the
[[General][NCB] Master Servicer’s] [[General][NCB] Special Servicer’s] possession, custody or control.








	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Date: _________


 






    Exhibit E-2


     


    

 


EXHIBIT
F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

           as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BANK 2017-BNK7


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial [Notional Amount][Certificate Balance] in the BANK
2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, [Class [X-E][X-F][X-G][E][F][G] Certificates][ RR Interest]
issued pursuant to that certain Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and 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 Section 410(d) of the Code, or
any other plan subject to any federal, state or local law (“Similar


 






    Exhibit F-1-1


     


    

 





Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or
(b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance
company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar
Law purchasing under circumstances that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the
Master Servicers, the Special Servicers, any sub-servicer, the Initial Purchasers, the Underwriters, the Asset Representations
Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which
Opinion of Counsel shall not be at the expense of the Depositor, either Master Servicer, either Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the Underwriters
or the Trust.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__. 





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Date: _________


 






    Exhibit F-1-2


     


    

 


EXHIBIT
F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R CERTIFICATES AND CLASS V CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

           as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BANK 2017-BNK7


[OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the BANK 2017-BNK7, Commercial Mortgage Pass-Through
Certificates, Series 2017-BNK7, [Class V][Class R] Certificates (the “[Class V][Class R] Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class R] Certificate, the Purchaser
is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or
other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or (b) a person acting on behalf of
any such Plan (including


 






    Exhibit F-2-1


     


    

 


any
entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application
of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of a
Plan to purchase such [Class V][Class R] Certificate.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _______


 






    Exhibit F-2-2


     


    

 


EXHIBIT
G



FORM OF DISTRIBUTION DATE STATEMENT


 


See Annex
B to the Prospectus


 






    Exhibit G-1


     


    

 


EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wilmington Trust, National Association, as Trustee for the registered
holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7” (the “Assignee”),
having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee – BANK 2017-BNK7, its successors
and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for
each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment
of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and
any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related
to the Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF,
the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__]. 





	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit H-1


     


    




 


EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

           as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2017-BNK7


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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)

BANK 2017-BNK7


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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)

BANK 2017-BNK7


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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)

BANK 2017-BNK7


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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)

BANK 2017-BNK7


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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)

BANK 2017-BNK7


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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)

BANK 2017-BNK7


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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 AND/OR THE RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2017-BNK7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In


 






    Exhibit P-1A-1 


     


    

 


consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


  


	 	By:	 
		Title:
	 	Company:
	 	Phone:





 




    Exhibit P-1A-2 


     


    

 


EXHIBIT
P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager 

        Commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK

Series 2017-BNK7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2017-BNK7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com 

         
	 	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BANK Series 2017-BNK7
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2017-BNK7 

        CMBSTrustee@wilmingtontrust.com 

         

        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop 
	 	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff,

Niral Shah, Adam Singer (BANK 2017-BNK7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com,

jeff.krasnoff@rialtocapital.com,

niral.shah@rialtocapital.com, 

        adam.singer@rialtocapital.com

         



  


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage


 



    Exhibit P-1B-1 


     


    

 


Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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 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.


 






    Exhibit P-1B-2 


     


    




 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed
by registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	By:	 
		Title:
	 	Company:
	 	Phone:


  




    Exhibit P-1B-3 


     


    

 


EXHIBIT
P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION
PARTY AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2017-BNK7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    Exhibit P-1C-1 


     


    




 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-1C-2 


     


    




 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified. 





	 	 	 
	 	By:	 
		Title:
	 	Company:
	 	Phone:


  




    Exhibit P-1C-3 


     


    

 


EXHIBIT
P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager 

        Commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK

Series 2017-BNK7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2017-BNK7 Transaction Manager

With a copy sent via email to: 

notices@pentalphasurveillance.com 

         
	 	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BANK 2017-BNK7
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2017-BNK7 

        CMBSTrustee@wilmingtontrust.com 

         

        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop 
	 	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (BANK 2017-BNK7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, 

        adam.singer@rialtocapital.com

         



  


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage



    Exhibit P-1D-1 


     


    

 


Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and 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].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s


 



    Exhibit P-1D-2 


     


    

 


Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.     Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
		Title:
	 	Company:
	 	Phone:





 


 




    Exhibit P-1D-3 


     


    

 


EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager  

        Commercial.servicing@wellsfargo.com 

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK

Series 2017-BNK7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2017-BNK7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com 

         
	 	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BANK Series 2017-BNK7
	 	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2017-BNK7 

        CMBSTrustee@wilmingtontrust.com

         

        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop 
	 	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral

Shah, Adam Singer (BANK 2017-BNK7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, 

        adam.singer@rialtocapital.com

         



 





		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BANK 2017-BNK7, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2017-BNK7, REQUIRING


 



    Exhibit P-1E-1 


     


    

 


ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING
AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


  


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


  


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain


 



    Exhibit P-1E-2 


     


    

 


information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned


 



    Exhibit P-1E-3 


     


    

 


has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or
(b) mailed by registered mail, postage prepaid.


 


10.     The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


11.     The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified. 





	 	 	 	 	 
	 	[Directing Certificateholder][Holder of the majority

of the Controlling Class][Controlling Class

Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc: Wells Fargo Commercial Mortgage Securities, Inc.	 	 


  




    Exhibit P-1E-4 


     


    

 


EXHIBIT
P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2017-BNK7

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: BANK 2017-BNK7


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1 


     


    

 


 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BANK 2017-BNK7 securitization should be revoked as to such users:


 





	 
	 
	 
	 
	 
	 
	 





 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-1F-2 


     


    




 





	 	[Directing Certificateholder][Holder of the majority

of the Controlling Class][Controlling Class

Certificateholder]
	 	 	 
	 	By:	 
			Name:

Title:


  


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.






	WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator	 
	 	 
	 	 
	Name:	 
	Title:	 





 




    Exhibit P-1F-3 


     


    

 









EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK

Series 2017-BNK7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2017-BNK7 Transaction Manager

With a copy sent via email to:

        notices@pentalphasurveillance.com
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK Series 2017-BNK7
	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2017-BNK7

        CMBSTrustee@wilmingtontrust.com

         

        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (BANK 2017-BNK7)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com,

        jeff.krasnoff@rialtocapital.com,

        niral.shah@rialtocapital.com,

        adam.singer@rialtocapital.com

	 	 





		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, Class [__] Certificates



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned has been appointed to act as the Directing Certificateholder.


 






    	 	Exhibit P-1G-1	 



     


    

 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 


	 	 	 	[Directing Certificateholder]
	 	 	 	 	 
	 	 	 	By:	 
		 	 		Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Dated:	 	 	 	 





 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    	 	Exhibit P-1G-2	 



     


    

 


EXHIBIT
P-1H



Form of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attention: Corporate Trust Services (CMBS)
 BANK 2017-BNK7
 (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: BANK 2017-BNK7 Transaction Manager
 With a copy sent via email to:

        notices@pentalphasurveillance.com
	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2017-BNK7

	 	 
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – BANK 2017-BNK7

        (with a copy sent to

        cmbstrustee@wilmingtontrust.com)

         

        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (BANK 2017-BNK7)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com,

        jeff.krasnoff@rialtocapital.com,

        niral.shah@rialtocapital.com,

        adam.singer@rialtocapital.com

	 	 





		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7,
RR Interest 



 






    	 	Exhibit P-1H-1	 



     


    

 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


[FOR ANY SUCCESSOR
RISK RETENTION CONSULTATION PARTY][2. The undersigned hereby certifies that an executed copy of this certification in paper
form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees
listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	 	 	[RISK RETENTION CONSULTATION
PARTY]
	 	 	 	 	 
	 	 	 	By:	 
		 	 		Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Dated:	 	 	 	 


 


cc: Wells Fargo Commercial Mortgage
Securities, Inc.


 




    	 	Exhibit P-1H-2	 



     


    

 


EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7


 


	Attention:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and 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 BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7
(the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and 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 Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 






    	 	Exhibit P-2-3	 



     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to
the NRSRO’s password protected website; and


 


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material to
the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may
be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 






    	 	Exhibit P-2-4	 



     


    

 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com


 




    	 	Exhibit P-2-5	 



     


    

 


EXHIBIT
P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7


 


Attention:       BANK
2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7                        


 


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 September 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, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and 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, 



 






    	 	Exhibit P-3-1	 



     


    

 


liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:
	 	 	 


 




    	 	Exhibit P-3-2	 



     


    

 


EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule
A


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as Custodian,
hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the
Pooling and Servicing Agreement and has determined that (i) subject to the final proviso of the definition of “Mortgage File”,
all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy
of such letter of credit and the required officer’s certificate), if any, of the definition of “Mortgage File,”
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller
have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear to be executed and to relate
to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in
the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage
Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Custodian
	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 






    	 	Exhibit Q-1	 



     


    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


Wells Fargo Commercial Mortgage Securities,
Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


CRRCompliance@wellsfargo.com


 


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


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager


commercial.servicing@wellsfargo.com


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 






    	 	Exhibit Q-2	 



     


    

 


with copies to:


 


Jeff Krasnoff

E-mail: jeff.krasnoff@rialtocapital.com


 


Niral Shah


E-mail: niral.shah@rialtocapital.com


 


Adam Singer


E-mail: adam.singer@rialtocapital.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


 


with a copy to:


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Steven M. Kornblau


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2017-BNK7


CMBSTrustee@wilmingtontrust.com


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7


trustadministrationgroup@wellsfargo.com


cts.cmbs.bond.admin@wellsfargo.com


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2017-BNK7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com


 


Wells Fargo Bank, National
Association


 






    	 	Exhibit Q-3	 



     


    

 


301 South
College St.


Charlotte,
North Carolina 28288


Attention:
BANK 2017-BNK7,


Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK7


 


with a copy
to:


 


Jeff D. Blake,
Esq., Senior Counsel


Wells Fargo
Law Department, D1053-300


301 South
College St.


Charlotte,
North Carolina, 28288


jeff.blake@wellsfargo.com


 


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


 


Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

email: leland.f.bunch@baml.com



with copies to:



W. Todd Stillerman, Esq.

Assistant General Counsel & Director

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 18th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

email: william.stillerman@bankofamerica.com


 


and


 


Henry A. LaBrun, Esq.

Cadwalader, Wickersham & Taft LLP

227 West Trade Street, 24th Floor

Charlotte, North Carolina 28202

Facsimile number: (704) 348-5200)


 






    	 	Exhibit Q-4	 



     


    

 


Morgan Stanley Mortgage Capital Holdings
LLC

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam


 


with a copy to:


 


Morgan Stanley Mortgage Capital Holdings
LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division

Email: cmbs_notices@morganstanley.com


 


RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646



with a copy to:



RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 






    	 	Exhibit Q-5	 



     


    







 


EXHIBIT
R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager

Email: commercial.servicing@wellsfargo.com

Telecopy Number: (704) 715-0036]


 


[National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


	 	 	SPACE ABOVE THIS LINE FOR RECORDER’S USE



 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the
“Trustee”), pursuant to that Pooling and Servicing Agreement dated as of September 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”)], Rialto Capital Advisors, LLC, as general
special servicer, National Cooperative Bank, N.A., as NCB master servicer [(in such capacity, the “NCB Master Servicer”)]
and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and 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


 






    	 	Exhibit R-1-1	 



     


    

 


writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect
to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described below may only be executed and
delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein
and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the
Agreement.


 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.       The
completion of loan assumption agreements.


 


6.       The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.       The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and 


 






    	 	Exhibit R-1-2	 



     


    

 


claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.       With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the
execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.       The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.       The
execution and delivery of the following:


 






    	 	Exhibit R-1-3	 



     


    

 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.



 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement, the [General][NCB]
Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee,
under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers
of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s attorneys-in-fact
shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections


 






    	 	Exhibit R-1-4	 



     


    

 


afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB] Master Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein or in the Agreement. If the [General][NCB] Master Servicer receives any notice of suit, litigation
or proceeding in the name of Wilmington Trust, National Association, then the [General][NCB] Master Servicer shall promptly forward
a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend or limit the powers granted to the [General][NCB] Master Servicer under the Agreement or to
allow the [General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized
by the Agreement.


 


The [General][NCB] Master
Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for BANK 2017-BNK7 has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 





	 	WILMINGTON TRUST, NATIONAL

 ASSOCIATION, as Trustee for

 BANK 2017-BNK7
	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 






    	 	Exhibit R-1-5	 



     


    

 





	 	Prepared by:
	 	 	 
	 		Name:
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 


 




    	 	Exhibit R-1-6	 



     


    

 





	STATE OF DELAWARE	)	 
	 	) ss.:	 
	COUNTY OF	)	 



 


On ____________________,
before me, __________________ Notary Public, personally appeared ______________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 





	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



 




    	 	Exhibit R-1-7	 



     


    

 


EXHIBIT
R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


[Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah,

Adam Singer (BANK 2017-BNK7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com,


niral.shah@rialtocapital.com,


adam.singer@rialtocapital.com]


 


[National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


	 	 	SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of September 1, 2017 (the “Agreement”) by and among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer,
Rialto Capital Advisors, LLC, as general special servicer [(the “General Special Servicer”)], National Cooperative
Bank, N.A., as NCB master servicer and NCB special servicer [(in such capacity, the “NCB Special Servicer”)],
Wells Fargo Bank, National Association, as certificate administrator, the Trustee and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, relating to the BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series
2017-BNK7, hereby constitutes and appoints the [General][NCB] Special Servicer, by and through the [General][NCB] Special Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the [General][NCB] Special
Servicer and all properties (“REO Properties”) administered by the [General][NCB] Special Servicer pursuant
to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably


 






    	 	Exhibit R-2-1	 



     


    

 


necessary
and appropriate to effectuate the enumerated transactions described in items 1 through 13 below with respect to the Mortgage Loans
and REO Properties; provided, however, that the documents described below may only be executed and delivered by such
Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise
defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage
loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage Notes or the related promissory note,
and in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction 



 






    	 	Exhibit R-2-2	 



     


    

 


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 REP Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		i.	the creation of a wholly owned entity of the Trust for purposes of holding foreclosed property; and



 


		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 8.a. through 8.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



 






    	 	Exhibit R-2-3	 



     


    

 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capcity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 






    	 	Exhibit R-2-4	 



     


    

 


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]
Special Servicer has the power to delegate its rights or obligations under the Agreement, the [General][NCB] Special Servicer also
has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Special Servicer’s attorneys-in-fact shall have
no greater authority than that held by the [General][NCB] Special Servicer.


 


Nothing contained herein shall: (i) limit
in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections
afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB] Special Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein. If the [General][NCB] Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington
Trust, National Association, then the [General][NCB] Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended
to extend the powers granted to the [General][NCB] Special Servicer under the Agreement or to allow the [General][NCB] Special
Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The [General][NCB] Special Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the [General][NCB] Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered
into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


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


 






    	 	Exhibit R-2-5	 



     


    

 


Attorney
shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by
the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National
Association, as Trustee for BANK 2017-BNK7 has caused its corporate seal to be hereto affixed and these presents to be signed and
acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 


Wilmington Trust, National Association,


as Trustee for BANK 2017-BNK7


 





	 	By:	 	 
	 		Name:	 
	 	 	Title:	 
	 	 	 	 
	Prepared by:	 	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 


 






    	 	Exhibit R-2-6	 



     


    







 





	STATE OF DELAWARE	)	 
	 	) ss.:	 
	COUNTY OF	)	 


 


On ____________________,
before me, ________________ Notary Public, personally appeared _______________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.






	Notary signature	 



 




    	 	Exhibit R-2-7	 



     


    

 


EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	222 Second Street	
        Note A-2 and Note A-3

         

        Bank of America, National Association

         

        NOTICE ADDRESS

         

        Bank of America, N.A.

        NC1-027-15-01

        214 North Tryon Street

        Charlotte, North Carolina 28255

        Attention: Steven L. Wasser

        Email: steve.l.wasser@baml.com

         

        with a copy to:

         

        W. Todd Stillerman, Esq.

        Bank of America Corporation

        NC1-027-20-05

        214 North Tryon Street, 20th Floor

        Charlotte, North Carolina 28255

        Email: william.stillerman@bankofamerica.com

         

	University Center Chicago	
        Note A-2

         

        WFCM 2017-C39

         

        NOTICE ADDRESS

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – WFCM 2017-C39

        with a copy to:

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636 4140

	Corporate Woods Portfolio Whole Loan	
        Note A-1-A, Note A-1-B, Note
        A-2 and Note A-3

         

        Citi Real Estate Finance Inc.

         

        NOTICE ADDRESS




 






    	 	Exhibit S-1	 



     


    

 


	 	
         

        Citi Real Estate Funding Inc.

        388-390 Greenwich Street, 7th Floor

        New York, New York 10013

        Attention: Rick Simpson

        Facsimile: 212-816-5343

         

        with a copy to:

         

        Citi Real Estate Funding Inc.

        388-390 Greenwich Street, 19th Floor

        New York, New York 10013

        Attention: Ryan O’Connor

        Facsimile: 646-862-8988

         

        Note A-5

         

        Morgan Stanley Bank, National Association

         

        NOTICE ADDRESS

         

        Morgan Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane Lam

         

        with a copy to:

         

        Morgan Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

        and

         

        cmbs_notices@morganstanley.com

         

	Westin Building Exchange	
        Note A-2

         

        Column Financial, Inc.

         

        NOTICE ADDRESS

         

        Column Financial, Inc.

        11 Madison Avenue

        New York, New York 10010

         




 






    	 	Exhibit S-2	 



     


    

 


	 	Attn: David Tlusty

         

        and:

         

        Column Financial, Inc.

        1 Madison Avenue

        New York, New York 10010

        Attn: Sarah Nelson, Esq.

         

	Mall of Louisiana	
        Note A-2

         

        Bank of America, National Association

         

        NOTICE ADDRESS:

         

        Bank of America, N.A.

        NC1-027-15-01

        214 North Tryon Street

        Charlotte, North Carolina 28255

        Attention: Steven L. Wasser

        Facsimile No.: (704) 602-3726

         

        With a copy to:

         

        W. Todd Stillerman, Esq.

        Bank of America Corporation

        NC1-027-15-01

        214 North Tryon Street

        Charlotte, North Carolina 28255

        Facsimile No.: (404) 746-2127

        Email: William.stillerman@bankofamerica.com

         

        Note A-3-1, Note A-3-2 and Note
        A-4

         

        Citi Real Estate Funding Inc.

         

        NOTICE ADDRESS

         

        Citi Real Estate Funding Inc.

        390 Greenwich Street

        7th Floor

        New York, New York 10013

        Attention: Ana Rosu Marmann

        Facsimile No.: (646) 328-2938

         

        with copies to: 




 






    	 	Exhibit S-3	 



     


    

 


	 	 

                                                                                                                                                                    Citigroup Global Markets Realty Corp.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Facsimile: (212) 723-8599

        paul.t.vanderslice@citi.com

         

        Citigroup Global Markets Realty Corp.

        390 Greenwich Street

        New York, New York 10013

        Attention: Richard Simpson

        Facsimile: (646) 328-2943

        E-mail: richard.simpson@citi.com

         

        Ryan M. O’Connor

        Facsimile: (646) 328-2943

        E-mail: ryan.m.oconnor@citi.com

         

        Note A-5-1, Note A-5-2, Note
        A-6 and Note A-7

         

        Barclays Bank PLC

         

        NOTICE ADDRESS

         

        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Sabrina Khabie

        Facsimile No.: (646) 526-9289

        with a copy to:

         

        Reed Smith LLP

        599 Lexington Avenue

        New York, NY 10022

        Attention: Jodi E. Schwimmer, Esq.

	Raleigh Marriott City Center	
        Note A-2

         

        WFCM 2017-C38

         

        NOTICE ADDRESS

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890 




 






    	 	Exhibit S-4	 



     


    

 


	 	Attention: CMBS Trustee WFCM 2017-C38

        with a copy to:

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636 4140

         

	Moffett Place B4 Whole Loan	
        Note A-1, Note A-2 and Note
        A-3

         

        Deutsche Bank AG, New York Branch

         

        NOTICE ADDRESS

         

        Deutsche Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: Robert Pettinato

        Facsimile No.: (212) 797-4488

        E-Mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: General Counsel

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Anna Glick

        Facsimile No.: (212) 504 6666






 






    	 	Exhibit S-5	 



     


    

 



 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR General motors
building 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: BXP 2017-GM Asset Manager 


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association 


Legal Department 


301 South College Street 


Charlotte, North Carolina 28202 


Attention: Commercial Mortgage Servicing Legal Support 


Reference: BXP 2017-GM Trust 


 


with an additional copy to: 


 


K&L Gates LLP 


Hearst Tower 


214 North Tryon Street 


Charlotte, North Carolina 28202 


Attention: Stacy G. Ackermann 


stacy.ackermann@klgates.com] 


 


[FOR 411 East wisconsin
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: CGCMT 2017-B1 Asset Manager 


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association 


Legal Department 


301 South College Street 


 






    Exhibit T-1 


     


    




 


Charlotte, North Carolina 28202 


Attention: Commercial Mortgage Servicing Legal Support 


Reference: CGCMT 2017-B1


  


with an additional copy to:


 


K&L Gates LLP 


Hearst Tower 


214 North Tryon Street 


Charlotte, North Carolina 28202 


Attention: Stacy G. Ackermann 


stacy.ackermann@klgates.com] 


 


[FOR first stamford
place:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: JPMCC 2017-JP7 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: JPMCC 2017-JP7


  


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190]


  


VIA EMAIL


 


		Re:	BANK 2017-BNK7,

Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 






    Exhibit T-2 


     


    




 


Ladies and Gentlemen:


 


As you know, [______],
acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the [mortgaged property][portfolio
of mortgaged properties] identified as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”) under the pooling
and servicing agreement relating to the [______] securitization trust (the “PSA”). This is to inform you that
one or more of the promissory notes related to the Subject Whole Loan (the “Subject Mortgage Loan”) has been
transferred to BANK 2017-BNK7 pursuant to that certain Pooling and Servicing Agreement, dated September 1, 2017 (the “2017-BNK7
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-BNK7 Master Servicer”), Rialto Capital
Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and NCB special servicer, Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “2017-BNK7 Certificate Administrator”),
Wilmington Trust, National Association, as trustee (the “2017-BNK7 Trustee”), and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, and that the 2017-BNK7 Trustee is the holder of the Subject Mortgage
Loan.


 


The undersigned, as 2017-BNK7
Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole Loan, to remit to the
2017-BNK7 General Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be,
to the 2017-BNK7 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-BNK7 Pooling and Servicing Agreement) and the PSA.


 


The Subject Mortgage
Loan [is] [not] a Significant Obligor (as such term is defined in the 2017-BNK7 Pooling and Servicing Agreement) under the 2017-BNK7
Pooling and Servicing Agreement.


 


Thank you for your attention
to this matter. 


 





Date:  _________________________





	 	 	 
	 	Wells Fargo Bank, National Association, as
 Certificate Administrator for the Holders of
 the BANK 2017-BNK7, Commercial

                                                                            Mortgage

                                                                            Pass-Through Certificates, Series 2017-BNK7

	 	 	 
		By:	 
	 	 	Name:

Title:







 




    Exhibit T-3 


     


    

 


EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	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



 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com 


 


Moody’s Investors
Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		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 September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Date: _________, 20___


 




    Exhibit U-1 


     


    

 





		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


Mortgage Loan (the “Mortgage
Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling
and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
names:____________________

            ____________________


 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As [General][NCB] Master
Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____ a full
defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a partial
defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto,
which exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have no material
adverse effect on the Mortgage Loan or the defeasance transaction:


 


(i)        The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)       The
defeasance was consummated on __________, 20__.


 


(iii)      The defeasance collateral consists of securities that (i) constitute “government securities” as defined
in Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified
Investments for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard
& Poor’s Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal
obligation, the principal due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)      The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with
the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2 


     


    




 


(v)       The
[General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real
Estate Finance Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to
restrictions in its organizational documents substantially similar to those contained in the organization documents of the original
Borrower with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns
no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)      The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)     The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from
the proceeds of the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts
and on the dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed
to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan
documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral
only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the
defeasance), (iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities
account only after the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the
Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide
for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses
of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining
the existence of the Defeasance Obligor.


 


(viii)    The [General][NCB] Master Servicer received written confirmation from a firm of independent certified public accountants,
who were approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating that (i) revenues
from the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to
timely pay each of the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated
portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated
Repayment Date), (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled
Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to
the Defeasance Obligor in any calendar or fiscal year will not


 



    Exhibit U-3 


     


    

 


exceed such Defeasance Obligor’s interest expense for the
Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)      The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent
of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)       The [General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses
a valid, perfected first priority security interest in the defeasance collateral and that the documents executed in connection
with the defeasance are enforceable in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the [General][NCB] Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)       Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4 


     


    

  


IN WITNESS WHEREOF,
the [General][NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned above. 





	 	 	 
	 	[________________]
	 	 	as [General][NCB] Master Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit U-5 


     


    

 


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be
delivered no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of
September 1, 2017 (the “Pooling and Servicing Agreement”). 


Transaction: BANK 2017-BNK7, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK7 


Operating Advisor: Pentalpha Surveillance
LLC 


[General Special Servicer: Rialto
Capital Advisors, LLC] 


[NCB Special Servicer: National
Cooperative Bank, N.A.] 


Directing Certificateholder: RREF III Debt AIV, LLP


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The [General][NCB] Special Servicer has notified the Operating Advisor that [●] Specially
Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the [General][NCB] Special
Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans.
This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset
Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



  





Based on the requirements and qualifications
set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with
the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the [General][NCB] Special Servicer’s
operational activities to service certain Specially Serviced Loans in accordance with the reported actions on the loans identified
in this report. Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein,
the Operating Advisor believes, in its sole discretion exercised in good faith, that the [General][NCB] Special Servicer [is/is
not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing
Agreement during the prior calendar year on a “asset-level basis”.
[The Operating Advisor believes, in its sole discretion exercised in good faith, that the


 
















 









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 


     


    

  


[General][NCB] Special
Servicer has failed to materially comply with the Servicing Standard as a result of the following material deviations.]


 


●   [LIST OF MATERIAL
DEVIATION ITEMS]


 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


●  [ADD RECOMMENDATION
OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


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 re-engineer the quantitative aspects of their net present
value calculator, visit any property, visit the [General][NCB] Special Servicer, visit the Directing Certificateholder or interact
with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction Amount calculations is
limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of
the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the [General][NCB] Special Servicer
regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating
Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent
it deemed such observations and recommendations appropriate.



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 






    Exhibit V-2 


     


    




 


		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 liquidation
of a Specially Serviced Loan prior to the utilization by the [General][NCB] Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the [General][NCB] Special Servicer to resolve any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations,
such inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed
in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following
additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report
on instances of non-compliance with, or deviations from, the Servicing Standard or the [general][NCB] special servicer’s
obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in
good faith, to be immaterial.



 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments,
and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to
execute such documents.



 


		3.	Except as may have been reflected in any Major Decision Reporting Package or Asset Status Report,
the Operating Advisor did not participate in, or have access to, the [General][NCB] Special Servicer’s and Directing Certificateholder’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing
Certificateholder or borrower directly. As such, the Operating Advisor relied upon the information delivered to it by the [General][NCB]
Special Servicer as well as its interaction with the [General][NCB] Special Servicer, if any, in gathering the relevant information
to generate this report. The services we perform are not designed and cannot be relied upon to detect fraud or illegal acts should
any exist.



 






    Exhibit V-3 


     


    




 


		4.	The [General][NCB] Special Servicer has the legal authority and responsibility to service any Specially
Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter
the standards set forth therein or direct the actions of the [General][NCB] Special Servicer.



 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of any communications held between it and the [General][NCB] Special Servicer regarding any Specially
Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As
a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the [General][NCB]
Special Servicer.



 


		6.	There are many tasks that the [General][NCB] Special Servicer undertakes on an ongoing basis related
to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital
reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating
Advisor has not assessed the [General][NCB] Special Servicer’s operational compliance with respect to those types of actions.



 


		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s
website.



 


		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the
Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review
of the [General][NCB] Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any
Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship
between the Operating Advisor and any Certificateholder, party or individual.



  


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4 


     


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING 


REPLACEMENT OF the [General][ncb] SPECIAL SERVICER


 


Wilmington Trust, National Association

  as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2017-BNK7


 


Wells Fargo Bank, National Association

  as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2017-BNK7 


Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


[Rialto Capital Advisors, LLC 


as General Special Servicer 


790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah,

Adam Singer (BANK 2017-BNK7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, 


adam.singer@rialtocapital.com]


 


[National Cooperative Bank, N.A. 


as NCB Special Servicer 


2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


  


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7, 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 September 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,


 



    Exhibit W-1 


     


    

 


National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 (the “Certificates”)
regarding the replacement of the [General][NCB] Special Servicer. Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the [General][NCB] Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that [Rialto Capital Advisors, 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 [Rialto Capital Advisors, 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: BANK 2017-BNK7 Asset Manager

Telecopy Number: (704) 715-0036]


 


[Rialto Capital Advisors, LLC 


as General Special Servicer 


790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah,

Adam Singer (BANK 2017-BNK7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, 


adam.singer@rialtocapital.com]


 


[National Cooperative Bank, N.A. 


as NCB Special Servicer 


2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	Access to Certain Information Regarding BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates,
Series 2017-BNK7



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of September 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,
Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and 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.


 






    Exhibit X-1 


     


    




 





[                    ]
[        ], 20[    ]

Page 2 







 


[Wells Fargo Bank, National Association
(“Wells Fargo”)][National Cooperative Bank, N.A. (“NCB”)][Rialto Capital Advisors, LLC (“Rialto”)]
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating
to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information
for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells Fargo][NCB][Rialto] will provide
the Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining
to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information
(a) includes or may be based upon information provided to [Wells Fargo][NCB][Rialto] by third parties, (b) may not have
been verified by [Wells Fargo][NCB][Rialto], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells
Fargo/Rialto], the [“General Master Servicer”][“NCB Master Servicer”][“General Special
Servicer”][“NCB Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective
Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting from (x) any
inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Wells
Fargo][NCB][Rialto]’s failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding
the foregoing, the following will not constitute “Confidential Information” for purposes of this letter agreement:
(a) information that was already in Company’s possession prior to its receipt from [Wells Fargo][NCB][Rialto]; (b) information
that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited from transmitting the information
to Company by a contractual, legal or fiduciary obligation to [Wells Fargo][NCB][Rialto]; (c) information that is or becomes
publicly available through no fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo][NCB][Rialto]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo][NCB][Rialto]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Wells Fargo][NCB][Rialto] may cease or defer providing
the Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof,
or (b) [Wells Fargo][NCB][Rialto] determines (in its sole discretion) that such termination is necessary for any reason, including
its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage
Loan documents, or any applicable law. [Wells Fargo][NCB][Rialto] shall cease to provide the Company with Confidential Information
if [Wells Fargo][NCB][Rialto] has actual knowledge that the Company or its Representatives are affiliates of any borrower under
the Mortgage Loan


 



    Exhibit X-2 


     


    

 





[                    ]
[        ], 20[    ]

Page 3










 


documents and [Wells Fargo][NCB][Rialto] determines that the provision, notice or access to such Confidential
Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement.
The Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall
survive the termination of the Company’s access to the Confidential Information. [Wells Fargo][NCB][Rialto]’s remedies
hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo][NCB][Rialto] intends at all times to comply with the terms and provisions
of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells
Fargo][NCB][Rialto]’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:]
	 	 
	 	[Rialto Capital
    Advisors, 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 BANK 2017-BNK7 (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) Rialto Capital Advisors,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
(B) Aegon USA Realty 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 General Motors Building
Mortgage Loan, (C) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, LNR Partners, LLC, as Non-Serviced
Special Servicer, Citibank, N.A., as Non-Serviced Certificate Administrator, and Deutsche Bank Trust Company Americas, as Non-Serviced
Trustee of the 411 East


 



    Exhibit Y-1 


     


    

 


Wisconsin Mortgage Loan, (D) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, CWCapital
Asset Management 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 for the First Stamford Place Mortgage Loan].


 


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-BNK7
(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 September 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”), Rialto Capital Advisors, LLC, as general special
servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such
capacity, the “NCB Master Servicer”) Wilmington Trust, National Association, as trustee, the Certificate Administrator,
and 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 Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-1-2 


     


    

 


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-BNK7
(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 September 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”), Rialto Capital Advisors,
LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master
servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB
Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (the “Certificate Administrator”), and 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, each Other Depositor with respect to a securitization of a Serviced Companion Loan and [its][their
respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the Relevant Period, all servicing information and all reports
(the “Servicer Reports”) required to be submitted by the [General][NCB] Master Servicer to the Certificate Administrator
pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the [General][NCB]
Master Servicer to the Certificate Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the General
Special Servicer and the NCB Special Servicer in the special servicer backup certificates delivered by the General Special Servicer
and the NCB Special Servicer relating to the Relevant Period, the master servicing information contained in the Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the [General][NCB] Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual
compliance reviews



 






    Exhibit Z-2-1 


     


    




 


	 	 	conducted in preparing the servicer compliance statements required to be delivered under Article XI of
the Pooling and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to
the [General][NCB] Master Servicer, and except as disclosed in the compliance certificate delivered by the [General][NCB] Master
Servicer under Section 11.09 of the Pooling and Servicing Agreement, the [General][NCB] Master Servicer has fulfilled its
obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [General][NCB] Master Servicer with respect to the Trust’s fiscal year
_____ have been provided all information relating to the [General][NCB] Master Servicer’s assessment of compliance with the
Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the [General][NCB]
Master Servicer for asset-backed securities with respect to the [General][NCB] Master Servicer or any Servicing Function Participant
retained by the [General][NCB] Master Servicer and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the General Special Servicer and NCB Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the [General][NCB] Master Servicer that is not a Sub-Servicer appointed pursuant
to Section 3.20 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the
[General][NCB] Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information
in the Servicer Reports that is in turn dependent upon information provided by the General Special Servicer and NCB Special Servicer
under the Pooling and Servicing Agreement. Solely with respect to the completeness of information and reports, I do not certify
anything other than that all fields of information called for in written reports prepared by the [General][NCB] Master Servicer
have been properly completed and that any fields that have been left blank on their face have been done so in accordance with the
CREFC procedures for such report.]


 




    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-BNK7
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of [Rialto Capital Advisors, LLC][National Cooperative Bank, N.A.] as [General][NCB] Special
Servicer under that certain Pooling and Servicing Agreement dated as of September 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”), Rialto Capital Advisors,
LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master
servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB
Special Servicer”),Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and 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 and each Other Depositor with
respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the
knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special Servicer Reports”) required
to be submitted by the [General][NCB] Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual
report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted
by the [General][NCB] Special Servicer to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the
Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the [General][NCB] Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the
annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI
of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to
the [General][NCB] Special Servicer, and except as disclosed in the compliance certificate delivered by the [General][NCB] Special
Servicer under Section 11.09 of the Pooling and Servicing Agreement, the 



 






    Exhibit Z-3-1 


     


    




 


	 	 	[General][NCB] Special Servicer has fulfilled its
obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [General][NCB] Special Servicer with respect to the Trust’s fiscal year
_____ have been provided all information relating to the [General][NCB] Special Servicer assessment of compliance with the Relevant
Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued
or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the [General][NCB]
Special Servicer for asset-backed securities with respect to the [General][NCB] Special Servicer or any Servicing Function Participant
retained by the [General][NCB] Special Servicer and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 





	 	 	 
	 	[General][NCB] Special Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-3-2 


     


    

 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-BNK7
(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 September 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”), Rialto Capital Advisors, LLC, as general
special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in
such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB Special
Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and
Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [_____], the Depositor and
each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and
affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling
and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification,
that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 






    Exhibit Z-4-1 


     


    










	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











    Exhibit Z-4-2 


     


    

 


EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-BNK7
(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 September 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”), Rialto Capital Advisors, LLC, as general
special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in
such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”) and 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 and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, and with the knowledge and intent that applicable Certification Parties
will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the General Master Servicer, the NCB Master
Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for
inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
(the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating Advisor
Periodic Information”) have been submitted by the Operating Advisor to the General Master Servicer, the NCB Master Servicer,
the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in 



 






    Exhibit Z-5-1 


     


    




 


	 	 	compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	as Operating Advisor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    Exhibit Z-5-2 


     


    

 


EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-BNK7
(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 September 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”), Rialto
Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such
capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and
Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [_____], the Depositor and
each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and
affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling
and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification,
that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 






    Exhibit Z-6-1 


     


    







	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-6-2 


     


    

 





EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-BNK7
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Pentalpha Surveillance LLC (the “Asset Representations Reviewer”) as Asset
Representations Reviewer under that certain Pooling and Servicing Agreement dated as of September 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”), Rialto
Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such
capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and 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 and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the General Master Servicer,
the NCB Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
or Form 8-K (the “Reports”) (such information provided by the Asset Representations Reviewer, collectively,
the “Asset Representations Reviewer Periodic Information”) have been submitted by the Asset Representations
Reviewer to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.



 




    Exhibit Z-7-1 


     


    

  


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


	 	 	 
	 	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 the Master Servicer or the Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    Party(IES)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer

        Custodian (as applicable)


	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


 



    Exhibit Z-1


     


    




 


	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
        (as applicable)1


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

        General Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian



 





 






1 Only to the extent that the Trustee was required to make an Advance
pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 






    Exhibit AA-1


     


    

 


	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
        Administrator

        General Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	General
        Master Servicer


        NCB
        Master Servicer




	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	General
        Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	General
        Special Servicer


        NCB
        Special Servicer

        Operating Advisor


	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	General
        Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	General
        Master Servicer


        NCB
        Master Servicer




	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	General
        Master Servicer


        NCB
        Master Servicer




	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	General
        Master Servicer


        NCB
        Master Servicer




	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	General
        Master Servicer


        NCB
        Master Servicer




	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	General
        Master Servicer


        NCB
        Master Servicer




	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-2


     


    

 


At all times that the
General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer are the same entity,
the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer, as applicable,
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 






    Exhibit AA-3


     


    

 





EXHIBIT
BB



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the applicable Master Servicer to the extent specified in Section 11.04 of the Pooling and
Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D”
column to the extent such party has actual knowledge (and in the case of net operating income information, financial statements,
annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of
such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the
NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion
in a Form 10-D that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable
Master Servicer or Special Servicer, as the case may be. For this Series 2017-BNK7 Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and
the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.





 


	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	
        ●     Each
        Master Servicer

         

        ●     Certificate
        Administrator

	
        Item 1B: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

        ●     Item
        1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB

         
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

        ●     Asset
        Representations Reviewer



 



    Exhibit BB-1


     


    




 


	Item on Form 10-D	Party Responsible
	
        Item 2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)
	
        ●     Each
        Master Servicer (as to itself)

         

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	
        Item 3: Sale of Securities and Use of Proceeds

         
	●     Depositor
	
        Item 4: Defaults Upon Senior Securities

         
	●     Certificate Administrator
	
        Item 5: Submission of Matters to a Vote of Security Holders

         
	●     Certificate Administrator


 



    Exhibit BB-2


     


    




 


	Item on Form 10-D	Party Responsible
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
        for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	
        ●     Each
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ●     Item
        1124 of Regulation AB.

         
	●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
1114(b)(2) and Item 1115(b) of
	●     Depositor


 






    Exhibit BB-3


     


    

 


	Item on Form 10-D	Party Responsible
	
        Regulation AB

         
	 
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate
        Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

        ●     Each
        Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
        Date)

        ●     Each
        Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
        Distribution Date)

        ●     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate
        Administrator

        ●     Depositor

         

        provided that, in each case, that this shall in
        no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that in the
        event any reportable agreement is executed by the Depositor and the Trustee or Certificate



 






    Exhibit BB-4


     


    

 


	Item on Form 10-D	Party Responsible
	 	Administrator, then the Depositor shall be the responsible party.
	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of
        Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
        with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
        to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
        report.
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	Item 10: Exhibits (no. 99)	●     Not Applicable.


 






    Exhibit BB-5


     


    

 


	Item on Form 10-D	Party Responsible
	
         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	 
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	●     Not Applicable.
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.
	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	
         

        ●     Certificate
        Administrator








 



    Exhibit BB-6


     


    




 





EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the
NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion
in a Form 10-K that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable
Master Servicer or Special Servicer, as the case may be. For this Series 2017-BNK7 Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and
the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.





 


	Item on Form 10-K 	Party Responsible
	Item 1B: Unresolved Staff Comments

                                                                                 
	●     Depositor


 






    Exhibit CC-1


     


    

 


	
        Item 9B: Other Information, but only to
        the extent of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional
        Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be
        reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously
        reported as “Additional Form 8 K Disclosure” or as “Additional Form 10-D Disclosure”
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.
	●     The applicable Mortgage Loan Seller.
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.
	●     Depositor


 






    Exhibit CC-2


     


    

 


	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be
        reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall
        consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property
        (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property),
        received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and
        Servicing Agreement; provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation
        AB, only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior
        period was required but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable
        only to the extent that is has not previously been reported as “Additional Form 10-D Information”.
	
        ●     Each
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

	
        Instruction J(2)(c) (Significant Enhancement
        Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB
	●     Depositor


 



    Exhibit CC-3


     


    




 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)
	
        ●     Each
        Master Servicer (as to itself)

         

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator / each Master Servicer/Depositor/ each Special Servicer as to the Trust (whichever of them is in principal control
        of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         

	
        Instruction J(2)(e) (Affiliations and Certain
        Relationships and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent)
        how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”),
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust
        and (4) any other party listed under this item as a “Party Responsible”; provided, however, that
        an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,
	
        ●     Each
        Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
        Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        

         

        ●     Each
        Special Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a



 






    Exhibit CC-4


     


    

 


	
        but only the existence and (if existent)
        the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside
        the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
        third party (apart from the Series 2017-BNK7 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-BNK7 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-BNK7 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-BNK7 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of
        its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

         

        Plan of acquisition, reorganization, arrangement,
        liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
        No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the
        rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Trustee

        ●     Certificate
        Administrator

        ●     Depositor

         

        provided that, in each case,
        that this shall in no event be construed to make such party responsible for the initial filing of this Pooling 




 



    Exhibit CC-7


     


    




 


	 	
        and Servicing Agreement

         

        provided, further,
        in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
        then the Depositor shall be the responsible party.

         

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item
        601 of Regulation S-K)
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per
        share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios
        (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form
        10 Q and Form 10 QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item
        601 of Regulation S-K).

         
	●     Not Applicable


 



    Exhibit CC-8


     


    




 





	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles
        (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No.
        18 of Item 601 of Regulation S-K)

         
	●     Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted
        to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 23) – Part
        1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the
        Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent
        of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and
        Servicing Agreement.

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part
        2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm
        for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
        11.13 of this Pooling and Servicing

         
	
        ●     Each
        Master Servicer

        

        ●     Each
        Special Servicer

        

        ●     Depositor

        

        ●     Any
        other Servicing Function Participant

         

        provided, however,
in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only
to the extent that such party is  
	 







 






    Exhibit CC-9


     


    

 





	Agreement.	required to deliver or cause the delivery of the related attestation report.

                                                                                 

	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of
        Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form
        10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications
        (Exhibit No. 31(i) of Item 601 of Regulation S-K).

         
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications
        (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit
        No. 32 of Item 601 of Regulation S-K).

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with
        servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
        with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement
(Exhibit No. 35
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.







 






    Exhibit CC-10


     


    

 





	of Item 601 of Regulation S-K).

                                                                                 
	 
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of
        Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

         
	●     Depositor
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
        of Item 601 of Regulation S-K).

         
	●     Not Applicable.
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.

                                                                                 
	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	
        Item 15: Exhibit (no. 101)

         

        Interactive Data File (Exhibit No. 101
        of Item 601 of Regulation S-K).

         
	Not Applicable
	
        Item 15: Exhibit (no. 102)

         

        Asset Data File (Exhibit No. 102 of Item
        601 of Regulation S-K).

         
	[Certificate Administrator]

[Depositor]
	
        Item 15: Exhibit (no. 103)

         

        Asset Related Document (Exhibit No, 103
        of Item 601 of Regulation S-K).

         
	
        [Certificate Administrator] 

        [Depositor]

         








 



    Exhibit CC-11


     


    









 





EXHIBIT
DD



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than
information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice
to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB
Special Servicer be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which
such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For
this Series 2017-BNK7 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer,
the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB.








 


	Item on Form 8-K	Party Responsible	 
	Item 1.01: Entry into a Material Definitive Agreement	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
        Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3 to Item
        1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
        asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent 

         
	 


 



    Exhibit DD-1


     


    




 


	 	of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

                                                                                 

	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

                                                                                 

	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts

                                                                                 
	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership

                                                                                 
	●     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an	●     Depositor





 



    Exhibit DD-2


     


    




 


	Obligation under an Off-Balance Sheet Arrangement

                                                                                 
	●     Certificate Administrator
	Item 3.03: Material Modification to Rights of Security Holders

                                                                                 
	●     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

                                                                                 
	●     Depositor
	Item 6.01: ABS Informational and Computational Material

                                                                                 
	●     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

        

        ●     Depositor

         

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
        Administrator

        

        ●     Each
        Master Servicer or each Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Each
        Master Servicer (as to a party appointed by such Master Servicer)

        

        ●     Each
        Special Servicer

        

        ●     Certificate
        Administrator

        

        ●     Depositor

         

	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor

        

        ●     Certificate
        Administrator

         

	Item 6.04: Failure to Make a Required Distribution

                                                                                 
	●     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure

                                                                                 
	●     Depositor
	Item 7.01: Regulation FD Disclosure

                                                                                 
	●     Depositor
	Item 8.01: Other Events

                                                                                 
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1
        of Item 601 of Regulation S-K)

         
	●     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization,
	●     Depositor


 



    Exhibit DD-3


     


    




 


	arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)	 
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws
        (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining
        the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

         

        provided that, in each case,
        that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
        regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
        S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item
        601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director
        (Exhibit No. 17 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security
        holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not Applicable


 



    Exhibit DD-4


     


    




 


	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form
        10-D) that is incorporated by reference in the Depositor’s registration statement.

         
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of
        Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form
        10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
        of Item 601 of Regulation S-K).

         
	●     Not Applicable.


 






    Exhibit DD-5


     


    

 



 


EXHIBIT
EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA
EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7—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 September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, 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.	CBRE Loan Services, Inc.



 


		2.	Berkadia Commercial Mortgage LLC



 


		3.	Grandbridge Real Estate Capital LLC



 


		4.	Holliday Fenoglio Fowler, L.P.



 


		5.	NRC Group, Inc.



 


		6.	NorthMarq Capital, LLC



 


		7.	Sunrise Mortgage and Investment Company



 


		8.	Wells Fargo Bank, National Association



 




    	Exhibit FF-1 



     

    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


Grandbridge Real
Estate Capital LLC


 




    	Exhibit GG-1 



     

    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


BANK 2017-BNK7, Commercial Mortgage Pass-Through
Certificates, Series 2017-BNK7 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer] [National Cooperative Bank, N.A.,
as NCB Master Servicer] [Rialto Capital Advisors, LLC, as General Special Servicer] [National Cooperative Bank, N.A., as NCB Special
Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Custodian] [Wilmington Trust, National Association,
as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities, Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	 


  


[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer]

[Rialto Capital Advisors, LLC,

as General Special Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as [Certificate Administrator][Custodian]]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 



  




    	Exhibit HH-1 



     

    

 


EXHIBIT
II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”),
as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report include asset-backed
securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate administrator]
involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


 






1 Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that
were not required to be issued), if applicable.


 






    	Exhibit II-1 



     

    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]





	 	 	 
	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  




    	Exhibit II-2 



     

    

 


EXHIBIT
JJ



CREFC® PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:

Commercial Real Estate Finance Council, Inc.

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 trustadministrationgroup@wellsfargo.com


 


Ref: BANK 2017-BNK7, Additional Debt Notice
for From 10-D


 


The following information is being furnished
to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	Portfolio
    Name	Mortgage

    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    

NCF DSCR	Aggregate
    NCF DSCR 

Date	Primary
    Servicer	Master
    Servicer	Lead


    Servicer	Prospectus
ID
	BANK 2017-BNK7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BANK 2017-BNK7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BANK 2017-BNK7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


  




    	Exhibit KK-1 



     

    

 


EXHIBIT
LL



[RESERVED]


 







    	Exhibit LL-1 



     

    

 


EXHIBIT
MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:

 CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7—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 September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and 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

Attention: Corporate Trust Services (CMBS) – BANK 2017-BNK7 


Email: trustadministrationgroup@wellsfargo.com

and cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association


 as General Master
Servicer


Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK7 Asset Manager

Telecopy Number: (704) 715-0036


 


National Cooperative Bank, N.A.





as NCB Master Servicer and NCB Special Servicer

2011 Crystal Drive, Suite 800





Arlington, Virginia 22202





Attention: Kathleen Luzik, Chief Operating Officer 


Facsimile number (703) 647-3473





Email: kluzik@ncb.coop


 


Rialto Capital Advisors, LLC


 as General Special Servicer


790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah,

Adam Singer (BANK 2017-BNK7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com,


adam.singer@rialtocapital.com


 


Pentalpha Surveillance LLC


as Operating Advisor


375 N. French Road, Suite 100


 






    	Exhibit NN-1 



     

    

 


Amherst, New York, 14228

Attention: BANK 2017-BNK7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of September
1, 2017, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master
Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, 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.


 






    	Exhibit NN-2 



     

    

 





	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  




    	Exhibit NN-3 



     

    

 


EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of September 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 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 report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 


 






1 This report is an indicative
report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report,
subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating
to Privileged Information.


 






    	Exhibit OO-1 



     

    

  





	 	PENTALPHA SURVEILLANCE LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 






    	Exhibit OO-2 



     

    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]
  


	
        Test failures

         

	Loan #	Loan

 Name	R&W 

#	R&W Name	Test Description	Findings
	[Insert 

Loan 

Number]	[Insert 

Loan 

Name]	44	Lease Estoppels	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or 

Encumbrance	 	 


 


 




    	Exhibit OO-3 



     

    

 


EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	BANK 2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of September 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 PP
if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is
necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with
the Asset Review Standard. 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



 






    QQ-1


     


    

 


with
respect to such Test if the sole reason for not satisfying the applicable Test is caused by such exception(s);


 


	(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



 


	(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit PP, and will not be
obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could
produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review
any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 






    QQ-2


     


    

 





	Representations
and Warranties
	 
	Test
	Review
Materials

	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each
    Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment
    to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan
    Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related Non-Serviced
    Securitization Trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute
    participation) or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free
    and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among
    noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan
    other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and
    authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid
    and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of
    any nature encumbering such Mortgage Loan.	1a	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.
	1b	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 PP as “Collective Asset Status Reports”) for notation of any Mortgage Note
    or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any
    Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related Non-Serviced Securitization Trust), participation
    (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, 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



 






     Exhibit QQ-3


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	1c	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
	1d	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
	2.
    Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty
    and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such
    Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to
    any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market
    value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement
    may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting
    the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement
    is considered in a proceeding in equity or at law and except that certain	2a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    2. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion



 






     Exhibit QQ-4


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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.	2b	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
	3.
    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.	3	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	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion



 






     Exhibit QQ-5


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	Standard
    Qualifications. If such indication exists, it will be a Test pass.	 
	4. Intentionally Omitted.

                                                                                 
	4	N/A

                                                                                 
	N/A

                                                                                 

	5.
    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.	5a	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
	5b	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
	5c	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



 






     Exhibit QQ-6


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	5d	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
	6.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment
    of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the
    name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes
    a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each
    related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related
    Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage
    Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan
    amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 7 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	6a	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
	6b	Review
    the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related mortgage
    and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found,
    it will be a Test pass.	Mortgage;
    Assignment of Leases
	6c	Review
    the Title Policy (as defined in representation and warranty 7) 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	Title
    Policy; Mortgage; Mortgage Loan Schedule



 






     Exhibit QQ-7


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	mechanics’
    or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related
    mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan),except those
    which are bonded over, escrowed for or 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.	 	determination
    is made, it will be a Test pass.	 
	6d	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 (which lien secures
    the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title
    Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined,
    it will be a Test pass.	Title
    Policy
	6e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date,
    the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
    or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related
    Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than
    Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable
    Title Policy). If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	6f	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	Collective
    Asset Status Reports



 






     Exhibit QQ-8


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	lien
    or encumbrance that would be prior to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and
    those which are bonded over, escrowed for or insured against by the applicable Title Policy. If such a notation or other indication
    is not found, it will be a Test pass.	 
	6g	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
	7.
    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	7a	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
	7b	Review
    the Title Policy to determine if the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the
    case of a Mortgage Loan that is part of a Whole Loan), is subject only to	Title
    Policy



 






     Exhibit QQ-9


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	mortgage
    (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject
    only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b)
    covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified
    in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters
    to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases)
    pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Loan, the
    lien of the Mortgage for another Mortgage Loan contained in the same Crossed Mortgage Loan Group, and (g) condominium declarations
    of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate,
    materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be
    provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to
    service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively,
    the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such
    taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties
    would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances
    are mortgage liens that	 	Permitted
    Encumbrances, as defined in representation and warranty 7. If so determined, it will be a Test pass.	 
	7c	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
	7d	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
	7e	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller, or any other holder
    of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7f	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	Title
    Policy



 






     Exhibit QQ-10


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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.	 	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.	 
	8.
    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	8a	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
	8b	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	Title
    Policy



 






     Exhibit QQ-11


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	other
    than as set forth on Schedule D-1 to the applicable Mortgage Loan Purchase Agreement.	 	will
    be a Test pass.	 
	8c	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of any
    mezzanine debt secured directly by interests in the related Mortgagor other than those set forth on Schedule D-1 to the applicable
    Mortgage Loan Purchase Agreement. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	9.
    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
    (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related assignment of leases constituting
    security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment
    of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject
    only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor
    under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof
    may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable
    law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed
    for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be
    paid directly to the Mortgagee.	9a	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
	9b	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
	9c	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	Assignment
    of Leases; Mortgage



 






     Exhibit QQ-12


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	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.	 
	10.
    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 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	10a	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
	10b	Review
    the Collective Asset Status Reports for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in
    suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports



 






     Exhibit QQ-13


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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.	 	 	 
	11.
                                         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.

         
	11a	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
	11b	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
	11c	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 11. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	12.
    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	12	Review
    the Collective Asset Status Reports for a notation or other indication that all taxes, governmental assessments and other
    outstanding	Collective
    Asset Status Reports



 






     Exhibit QQ-14


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	outstanding
    governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property
    (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged
    Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid,
    or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges
    are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest
    and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges
    shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.	 	governmental
    charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any
    related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgage Property that became
    due and owing prior to the Cut-off Date with respect to the Mortgaged Property have not been paid, or if the appropriate amount
    of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an
    escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if
    any, thereon. If such a notation or other indication is not found, it will be a Test pass.	 
	13.
    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.	13	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
	14.
    Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy
    (as defined in representation and warranty 7), an engineering report or property condition assessment as described in representation
    and warranty 11, applicable local	14a	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,	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports



 






     Exhibit QQ-15


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	law
    compliance materials as described in representation and warranty 25, and the ESA (as defined in representation and warranty
    42), 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.	 	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.	 
	14b	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 14. 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 14, it will be a Test pass.	Collective
    Asset Status Reports
	15.
    Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant
    to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under
    the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace
    or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under
    the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in
    the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer
    for the related Non-Serviced Securitization Trust).	15a	Review
    the Collective Asset Status Reports for a notation or other indication of any escrow deposits and escrow payments required
    to be escrowed with the Mortgagee pursuant to each Mortgage Loan not in the servicer’s possession or control. If such
    a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	15b	Review
    the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non-Serviced
    Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related Non-Serviced
    Securitization Trust). If so determined, it will be a Test pass.	Diligence
    File; Collective Asset Status Reports



 






     Exhibit QQ-16


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	16.
    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).	16a	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
	16b	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
	17.
    Insurance. Each related Mortgaged Property is, and is required pursuant to the related mortgage to be, insured by a
    property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
    form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
    of the related Mortgage Loan documents and having a claims-paying or financial strength rating meeting the “Insurance
    Ratings Requirements” (as defined below), in an amount (subject to customary deductibles) not less than the lesser
    of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of
    the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor included in the Mortgaged Property	17a	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 Ratings 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	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)



 






     Exhibit QQ-17


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	(with
                                         no deduction for physical depreciation), but, in any event, not less than the amount
                                         necessary or containing such endorsements as are necessary to avoid the operation of
                                         any coinsurance provisions with respect to the related Mortgaged Property.

         

        “Insurance
        Ratings Requirements” means either (1) a claims paying or financial strength rating of at least “A-:VIII”
        from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
        from S&P Global Ratings or (2) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements”
        means insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members,
        at least 60% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of
        the definition of such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial
        strength rating of at least “BBB-” by S&P Global Ratings, and (ii) if such syndicate consists of 4 or
        fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under
        clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims paying
        or financial strength rating of at least “BBB-” by S&P Global Ratings.

         

        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

         
	 	on
    a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included
    in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
    or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the
    Mortgaged Property. If so determined, it will be a Test pass.	 
	17b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	17c	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)
	17d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	17e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the	Insurance
    Summary Report



 






     Exhibit QQ-18


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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 Ratings 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

         
	 	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.	 
	17f	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 Ratings Requirements
    or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an not less than the
    lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis
    of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property
    (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Diligence File



 






     Exhibit QQ-19


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	necessary
                                         to avoid the operation of any coinsurance provisions with respect to the related Mortgaged
                                         Property by an insurer meeting the Insurance Ratings 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 Ratings 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.

         
	 	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 Ratings Requirements. If so determined with respect to each part of this Test, it will be a
    Test pass.	 
	17g	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 Ratings 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
	17h	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	Property
    condition assessment; Seismic engineering study



 






     Exhibit QQ-20


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 

                                                                                                                                                                               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 policies will inure to the benefit of the trustee (or,
        in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). Each related Mortgage Loan obligates
        the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee
        to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums.
        All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to
        the Mortgagee of termination or cancellation arising

         
	 	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.	 
	17i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of
    the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property
    was obtained. If so determined, determine if the insurer (1) 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
    or (2) meets the Syndicate Insurance Ratings Requirements (as defined in representation and warranty 17). The insurance amount
    should be not less than 100% of the PML. If so determined with respect to each part of the Test, it will be a Test pass.	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies
    and/or certificates of insurance)
	17j	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	Mortgage
    Loan Documents



 






     Exhibit QQ-21


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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.	 	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.	 
	17k	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
	17l	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)
	17
    m	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 (or, in the case
    of a Non-Serviced Mortgage Loan, the applicable Non-Serviced 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)
	17n	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	Mortgage
    Loan Documents



 






     Exhibit QQ-22


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	and
    to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	 
	17o	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)
	17p	Review
    the Collective Asset Status Reports for a notation or other indication that any notice described in Test 17o 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
	18.
    Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in representation
    and warranty 7) and survey, if any, an engineering report or property condition assessment as described in representation
    and warranty 11, applicable local law compliance materials as described in representation and warranty 25, and the ESA (as
    defined in representation and warranty 42), 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	18a	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
	18b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment,	Zoning
    report; Title Policy; Survey; Engineering report



 






     Exhibit QQ-23


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	egress
    to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and
    other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of
    the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not
    part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property,
    or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation
    of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage
    Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged
    Property is a part until the separate tax parcels are created.	 	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.	or
    property condition assessment; Sponsor Diligence; ESA
	18c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not
    include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made
    to the applicable governing authority for creation of separate tax parcels, in which case any Mortgage Loan requires the Mortgagor
    to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the
    separate tax parcels are created. If so determined, it will be a Test pass.	Title
    Policy; Survey; Mortgage Loan Documents
	19.
    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	19a	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
	19b	Review
    the survey and Title Policy to determine if	Survey;
    Title Policy



 






     Exhibit QQ-24


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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.	 	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.	 
	19c	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
	20.
    No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of
    interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage
    Loan Seller.	20	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
    feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior
    to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with
    respect to each part of this Test, it will be a Test pass.	Mortgage
    Loan Documents
	21.
    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 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	21a	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
	21b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if (a) the 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	Appraisal;
    Mortgage Loan Documents



 






     Exhibit QQ-25


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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 Premium and Yield Maintenance Charges
    applicable to the Mortgage Loan	 	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.	 
	21c	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)	Collective
    Asset Status Reports



 






     Exhibit QQ-26


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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.	 	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 21 (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 21, including the proviso thereto. If there were any such modifications, and such a notation or other indication
    is found, it will be a Test pass.	 
	21d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the Prepayment
    Premium 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
	22.
    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.	22a	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
	22b	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	Collective
    Asset Status Reports



 






     Exhibit QQ-27


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	indication
    is not found, it will be a Test pass.	 
	22c	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
	23.
    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.	23	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
	24.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
    and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law
    to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage
    and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	24	Review
    the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	 
	25.
    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	25a	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	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title
    Policy; Survey; Other



 






     Exhibit QQ-28


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	Mortgage
    Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on
    or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning
    ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy,
    use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity
    with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use,
    operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be
    restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty
    or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily
    required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance
    policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore the
    Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely
    affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor to be qualified
    to do business in the jurisdiction in which the related Mortgaged Property is located.	 	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.	affirmative
    investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
	25b	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
	25c	Review
    the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property
    may be restored	Mortgage
    Loan Documents



 






     Exhibit QQ-29


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	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.	 
	25d	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
	 	25e	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. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	26.
    Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material	26a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material	Mortgage
    Loan Documents



 






     Exhibit QQ-30


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	licenses,
    permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged
    Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government
    authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the
    investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization;
    all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect
    or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable
    governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was
    used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan.
    The Mortgage Loan documents require the Mortgagor to comply in all material respects with all applicable regulations, zoning
    and building laws.	 	licenses,
    permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged
    Property in full force and effect. If so determined, it will be a Test pass.	 
	26b	Review
    the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that (a) the Mortgage
    Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental approvals
    necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material
    licenses, permits, franchises or certificates of occupancy and applicable governmental approvals necessary could materially
    and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination
    of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation or other indication is not
    found, it will be a Test pass.	Mortgage
    Loan Documents; Collective Asset Status Reports
	26c	Review
    the Mortgage Loan Documents for provisions requiring the Mortgagor 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
	27.
    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	27a	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	Mortgage
    Loan Documents



 






     Exhibit QQ-31


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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 (but, in some cases, only to the extent there is sufficient
    cash flow generated by the related Mortgaged Property to prevent	 	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 27. If such provisions are found, it will be a Test pass.	 
	27b	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 27. If so determined, it will be a Test pass.	Mortgage
    Loan Documents



 






     Exhibit QQ-32


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	such
    waste).	 	 	 
	28.
    Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release
    of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied
    by principal repayment, or partial defeasance (as described in representation and warranty 33) 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 33 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	28a	Review
    the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
    the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses
    (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28b	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 28 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	Mortgage
    Loan Documents



 






     Exhibit QQ-33


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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) 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

         
	 	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.	 
	28c	Review
    the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of
    a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
    the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu
    Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from
    any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
    if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into
    account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property
    (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
    of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal
    balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). If such provisions are	Mortgage
    Loan Documents



 






     Exhibit QQ-34


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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.

         
	 	found,
    it will be a Test pass.	 
	28d	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
	29.
    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.	29a	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
	29b	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
	30.
    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	30a	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-	Mortgage
    Loan Documents; Insurance coverage review document



 






     Exhibit QQ-35


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	all-risk
    insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not
    specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism
    Risk Insurance Program 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 Annex D-2 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	 	risk
    insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not
    specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related
    to the Mortgaged Property. If such an indication is found, it will be a Test pass.	 
	30b	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 30), 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 Annex D-2 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	Mortgage
    Loan Documents



 






     Exhibit QQ-36


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	required
    to purchase the maximum amount of terrorism insurance available with funds equal to such amount.	 	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.	 
	31.
    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, 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 (in each case a “Transfer”),
    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	31a	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 31. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	31b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
    fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents



 






     Exhibit QQ-37


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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 28 and 33 herein, or (vii) by reason of any
    mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule D-1 to the applicable
    Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set forth on Schedule D-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 Schedule D-3 to
    the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents
    provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer
    or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by
    the Mortgagee relative to such transfer or encumbrance.	 	 	 
	32.
    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	32a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 32) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a	Mortgage
    Loan Documents



 






     Exhibit QQ-38


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	this
    purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents
    and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less,
    its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed
    or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and 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.	 	Test
    pass.	 
	32b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance
    in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for
    provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	32c	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
	33.
    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	33	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 33. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents



 






     Exhibit QQ-39


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	permitted
    to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
    the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the
    entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without
    payment of a Yield Maintenance Charge or Prepayment Premium) or, if the Mortgage Loan is an ARD Loan, the entire principal
    balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without
    payment of a Yield Maintenance Charge or Prepayment Premium), and if the Mortgage Loan permits partial releases of real property
    in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments
    calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the
    real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early
    redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that
    the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi)
    the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor
    is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to
    any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance
    (if rating confirmation is a	 	 	 



 






     Exhibit QQ-40


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	specific
    condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to,
    accountant’s fees and opinions of counsel.	 	 	 
	34.
    Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
    of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.	34	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication
    is found, it will be a Test pass.	Mortgage
    Loan Documents
	35.
                                         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

         
	35a	Review
    the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35),
    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 35b through 35r.	Appraisal;
    Title Policy; Mortgage Loan Documents
	35b	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
	35c	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



 






     Exhibit QQ-41


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	Ground
                                         Lease has been duly recorded or submitted for recordation in a form that is acceptable
                                         for recording in the applicable jurisdiction. The Ground Lease and Related Documents
                                         permit the interest of the lessee to be encumbered by the related Mortgage and do not
                                         restrict the use of the related Mortgaged Property by such lessee, its successors or
                                         assigns in a manner that would materially adversely affect the security provided by the
                                         related Mortgage. No material change in the terms of the Ground Lease had occurred since
                                         its recordation, except by any written instruments which are included in the related
                                         Mortgage File;

         

        (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

         
	35d	Review
    the Collective Asset Status Reports for notation that, as of the Closing Date, there was a material change in the terms of
    the Ground Lease since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review
    the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement
    or instrument is in the Mortgage File, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage File
	35e	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
	35f	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



 






     Exhibit QQ-42


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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 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

         
	35g	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
	35h	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 a Test pass.	Ground
    Lease and Related Documents
	35i	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	Ground
    Lease and Related Documents



 






     Exhibit QQ-43


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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

         
	 	paid).
    If such indication is found, it will be a Test pass.	 
	35j	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
	35k	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
	35l	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
	35


    m	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
	35n	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	Ground
    Lease and Related Documents



 






     Exhibit QQ-44


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	Documents,
                                         any related insurance proceeds or the portion of the condemnation award allocable to
                                         the ground lessee’s interest (other than in respect of a total or substantially
                                         total loss or taking as addressed in subpart (k)) will be applied either to the repair
                                         or to restoration of all or part of the related Mortgaged Property with (so long as such
                                         proceeds are in excess of the threshold amount specified in the related Mortgage Loan
                                         documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse
                                         such proceeds as repair or restoration progresses, or to the payment of the outstanding
                                         principal balance of the Mortgage Loan, together with any accrued interest;

         

        (k)     In
        the case of a total or substantially total taking or 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.

         
	 	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.	 
	35o	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
	35p	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
	35q	Review
    the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that,	Ground
    Lease and Related Documents; Mortgage



 






     Exhibit QQ-45


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	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.	Loan
    Documents
	35r	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 will
    be a Test pass.	Ground
    Lease and Related Documents
	36.
    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.	36	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
	37.
    Origination and Underwriting. The origination practices	37	Review
    the Collective Asset Status Reports for	Collective
    Asset Status



 






     Exhibit QQ-46


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	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 the related Mortgage Loan Purchase
    Agreement.	 	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 37 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered
    in the related Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	Reports;
    Prospectus
	38. Intentionally Omitted.

                                                                                 
	38	N/A

                                                                                 
	N/A

                                                                                 

	39.
    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,	39a	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
	39b	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,	Collective
    Asset Status Reports



 






     Exhibit QQ-47


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	breach,
    violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value
    of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation
    and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises
    out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in 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.	 	or
    (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration
    of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default,
    breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects
    the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found,
    it will be a Test pass.	 
	40.
    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.	40	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
	41.
    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-	41a	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
	41b	Review
    the Diligence File for an indication that,	Diligence
    File; Prospectus



 






     Exhibit QQ-48


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	collateralized
    and cross-defaulted with another Mortgage Loan and other than as set forth on Schedule D-4 to the related Mortgage Loan Purchase
    Agreement, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan. An
    “Affiliate” for purposes of this representation and warranty 41 means, a Mortgagor that is under direct or indirect
    common ownership and control with another Mortgagor.	 	except
    with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than
    as set forth on Schedule D-4 to the related Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an
    affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found, it will be a Test pass.	 
	42.
    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 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	42a	Review
    the Diligence File to determine if an ESA (as defined in representation and warranty 42) 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
	42b	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 no such indication is found, it will be a Test pass.	ESA
	42c	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
    42c-1 through 42c-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	Escrow
    statements



 






     Exhibit QQ-49


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	presence
    of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action
    in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the
    related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified
    in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and
    as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or
    the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed”
    or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or
    a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition
    was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc.,
    S&P Global Ratings, Fitch Ratings, Inc. and/or A.M. Best Company; (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.	 	with
    applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related
    Mortgagee.	 
	 	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 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, Fitch Ratings,
    Inc. and/or A.M. Best Company.	Insurance
    coverage review documents
	 	5.  Review
    the Diligence File for an indication that a	Diligence
    File



 






     Exhibit QQ-50


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	party
    not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible
    party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.	 
	 	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
	42d	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
	43. Intentionally Omitted,

                                                                                 
	43	N/A

                                                                                 
	N/A

                                                                                 

	44.
    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) is a Member of the Appraisal Institute (“MAI”), 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	44a	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
	44b	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
	44c	Review
    the appraisal to determine if it signed by an appraiser that is a Member of the Appraisal Institute, that the Mortgage Loan
    Seller had knowledge that the	Appraisal



 






     Exhibit QQ-51


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	the
    Appraisal Standards Board of the Appraisal Foundation.	 	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.	 
	44d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	45.
    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.	45a	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
	45b	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
	46.
    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.	46	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 Documents



 






     Exhibit QQ-52


     


    

 


	Representations
and Warranties
	 
	Test
	Review
Materials

	 	 	Mortgage
    Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.	 
	47.
    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.	47a	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
	47b	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
	48.
    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.	48	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




 


     Exhibit QQ-53


     


    
 







EXHIBIT
RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) - BANK 2017-BNK7

Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	BANK
                                         2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of September 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, Rialto Capital Advisors,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, 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: BANK 2017-BNK7 Asset Manager	Pentalpha
    Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York, 14228

    Attention: BANK 2017-BNK7 Transaction Manager

    With a copy sent via email to: notices@pentalphasurveillance.com
	 	 
	Rialto
                                         Capital Advisors, LLC

                                         790 NW 107th Avenue, 4th Floor

                                         Miami, Florida 33172

                                         Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam
                                         Singer (BANK 2017-BNK7)

                                         Facsimile number: (305) 229-6425

                                         E-mail: liat.heller@rialtocapital.com, 

                                         jeff.krasnoff@rialtocapital.com, 

                                         niral.shah@rialtocapital.com, 

        adam.singer@rialtocapital.com 
	National
    Cooperative Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention: Kathleen Luzik, Chief Operating Officer

    Facsimile number (703) 647-3473

    Email: kluzik@ncb.coop

    



 


		Attention:	BANK
                                         2017-BNK7, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and 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 BANK 2017-BNK7, Commercial Mortgage
    Pass-Through Certificates, Series 2017-BNK7
	 	 
	 	By:	 
	 	 	[Name]




	 	 	[Title]


 






     Exhibit SS-2


     


    

 





EXHIBIT
TT



FORM OF INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT FOR NCB CO-OP MORTGAGE LOANS


 


THIS
INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__
between [_______], a [___________] having an office at [__________] in its capacity as senior lender (“Lender”),
and [_________], a [_________] having an office at [__________] in its capacity as subordinated lender (“Subordinated
Lender”).


 


W
I T N E S S E T H:


 


WHEREAS,
Lender is the holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the
date hereof in the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS,
Subordinated Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower
in the amount of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS,
Lender and Subordinated Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective
interests in the Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements
with Borrower;


 


NOW,
THEREFORE, in consideration of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lender and Subordinated Lender agree as follows:


 


Defined
Terms. As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall
otherwise require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 






     Exhibit SS-1


     


    

 


“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or under
management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning commercial
or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event
of Default” – Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which has
occurred and is continuing beyond any applicable grace or curative period, and (ii) with respect to the Subordinated Loan and
the Subordinated Loan Documents, any default thereunder which has occurred and is continuing beyond any applicable grace or curative
period.


 


“Loan
Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a first lien upon the Project and any other documents evidencing and securing
the Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from
time to time, in accordance with the terms hereof.


 


“Permitted
Fund Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund with
committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any
federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form
of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements located
or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).


 






     Exhibit SS-2


     


    

 


“Qualified
Transferee” – Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one or more of
the following:


 


(A)       a
real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)       an
investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the Eligibility
Requirements;


 


(C)       an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies the
Eligibility Requirements;


 


(D)       any
entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)        a
Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer
Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization
Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this
definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO
Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that
are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any of the relevant trustee, special
servicer, or manager fails to meet the requirements of this clause (E), such Person must be replaced by a Person meeting the requirements
of this clause (E) within thirty (30) days; or


 


(F)        an
investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity
that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the general partner,
managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition.


 


“Qualified
Trustee” – Shall mean (i) a corporation, national bank, national banking association or a trust company, organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers


 



     Exhibit SS-3


     


    

 


and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.


 


“Rating
Agencies” – Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized
statistical rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that
have rated any of the Certificates.


 


“Rating
Agency Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require
a Rating Agency Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required
Special Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special servicer
is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12)
month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on
any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.          Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)        Subordinated
Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all of the terms and provisions
of the Loan Documents, (ii) the continued performance of the Loan Documents


 



     Exhibit SS-4


     


    

 


will
not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default
under the Subordinated Loan Documents, and (iii) any application or use of the proceeds of the Loan for purposes other than those
provided in the Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)        Lender
hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this Agreement, all
of the terms and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance of the Subordinated
Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would
constitute a default under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated Loan for purposes
other than those provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and provisions of this
Agreement or the Subordinated Loan Documents.


 


2.          Representations
and Warranties.


 


(a)        Subordinated
Lender hereby represents and warrants as follows:


 


(i)         Subordinated
Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents. To Subordinated
Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under any of the Subordinated Loan Documents.


 


(ii)        Subordinated
Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security interest, option
or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(iv)       Subordinated
Lender has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.


 


(v)        Subordinated
Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to
execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)       All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated Lender have
been duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vii)      Subordinated
Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of
Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to


 



     Exhibit SS-5


     


    

 


(a)
applicable bankruptcy, reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless
of whether a proceeding is brought in law or in equity.


 


(viii)     To
Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of,
or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated Lender of
the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)        None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated Lender, (b) to Subordinated
Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person
the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under
the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Subordinated Lender is a
party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge, result in the creation of any
lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets
of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or
other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency
or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated Lender or
upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s knowledge,
constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated Lender.


 


(x)         The
Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)        Lender
hereby represents and warrants as follows:


 


(i)         Lender
has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s actual
knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Loan Documents.


 


(ii)        Lender
is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or waived.


 






     Exhibit SS-6


     


    

 


(iv)       Lender
is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)        All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been duly taken,
and all such actions continue in full force and effect as of the date hereof.


 


(vi)       Lender
has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Lender
enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency and moratorium
laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.


 


(vii)      To
Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated
by this Agreement other than those that have been obtained.


 


(viii)     None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Lender, (b) to Lender’s
knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to
terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms
of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender is a party or to which
any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien, charge, encumbrance, mortgage,
lease, claim, security interest, or other right or interest upon the properties or assets of Lender pursuant to the terms of any
such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (d) violate any judgment,
order, injunction, decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which
Lender has knowledge against, or binding upon, Lender or upon any of the securities, properties, assets, or business of Lender
or (e) to Lender’s knowledge, constitute a violation by Lender of any statute, law or regulation that is applicable to Lender.


 


(ix)        The
Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.          Subordination
and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated Loan Documents
(and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated Loan, in
each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby and all
of the foregoing (collectively, the


 



     Exhibit SS-7


     


    

 


“Subordinated
Interests”) shall at all times be junior, subject and subordinate to the lien and security interest created by the Loan
Documents and all of the terms, covenants, conditions, rights and remedies contained in the Loan Documents, and no amendments
or modifications of the Loan Documents or waivers of any provisions thereof shall affect the subordination of the Subordinated
Interests as set forth in this Section 3, it being understood and agreed that the Loan Documents and the liens and security interests
created thereby shall be and remain a prior lien against the Project. In addition, all of Subordinated Lender’s rights to
payment of the Subordinated Loan and the obligations evidenced by the Subordinated Loan Documents are hereby subordinated to all
of Lender’s rights to payment by Borrower of the Loan and the obligations secured by the Loan Documents, and Subordinated
Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received
directly, indirectly or by set-off, counterclaim or otherwise) from Borrower and/or from the Project upon the occurrence and during
the continuance of an Event of Default (as defined in the Loan Documents) under the Loan. If a Proceeding shall have occurred,
Lender shall be entitled to receive payment and performance in full of all amounts due or to become due to Lender before Subordinated
Lender is entitled to receive any payment on account of the Subordinated Loan. All payments or distributions upon or with respect
to the Subordinated Loan which are received by Subordinated Lender contrary to the provisions of this Agreement shall be received
and held in trust by the Subordinated Lender for the benefit of Lender and shall be paid over to Lender in the same form as so
received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash
property or securities) for, the payment or performance of the Loan in accordance with the terms of the Loan Documents. Nothing
contained herein shall prohibit the Subordinated Lender from making protective advances (and adding the amount thereof to the
principal balance of the Subordinated Loan) notwithstanding the existence of a default under the Loan at such time.


 


4.          Modifications,
Amendments, Etc.


 


(a)        Lender
shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”)
of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal
amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents,
(iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension
options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any
other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting
transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any
contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation
of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited
or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount
of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be
obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender,
compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default


 



     Exhibit SS-8


     


    

 


(as
defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal
amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding
the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making
of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof
(including default interest), shall not be deemed to contravene this Section 2.


 


(b)        Subordinated
Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated Loan Modification”)
of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan Modification shall (i) increase
the interest rate or principal amount of the Subordinated Loan, (ii) increase in any other material respect any monetary obligations
of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled maturity date of the Subordinated Loan (except
that Subordinated Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of
the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan into or for any other indebtedness or subordinate
the Subordinated Loan to any indebtedness of Borrower, (v) provide for any additional contingent interest, additional interest
or so called “kicker” measured on the basis of the cash flow or appreciation of the Project (or other similar equity
participation), (vi) amend or modify the provisions of the Subordinated Loan Documents limiting transfers of direct or indirect
interest in Borrower, (vii) modify or amend the terms and provision of any Subordinated Loan Document with respect to the manner,
timing or method of the application of payments under the Subordinated Loan Documents, (vi) cross default the Subordinated Loan
with any other indebtedness, or (vii) amend or modify the provisions limiting transfers of interests in the Borrower or the Project.
Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Subordinated Loan Documents,
Subordinated Lender shall be permitted to modify or amend the Subordinated Loan Documents in connection with a work out or other
surrender, compromise, release, renewal or modification of the Subordinated Loan except that under no conditions shall clause
(i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only),
clause (iv) or clause (v) be modified without the written consent of the Lender. In addition and notwithstanding the foregoing
provisions of this Section 6(b), any amounts funded by the Subordinated Lender under the Subordinated Loan Documents as a result
of (A) the making of any Protective Advances or other advances by the Subordinated Lender, or (B) interest accruals or accretions
and any compounding thereof (including default interest), shall not be deemed to contravene this Section 6(b).


 


(c)        Lender
shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters, waivers
or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments have
been executed by Lender.


 


(d)        Subordinated
Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations,


 



     Exhibit SS-9


     


    

 


changes
or revisions to any one or more of the Subordinated Loan Documents (including, without limitation, any side letters, waivers or
consents entered into, executed or delivered by Subordinated Lender) within a reasonable time after any of such applicable instruments
have been executed by Subordinated Lender.


 


5.          Default
Notice.


 


(a)        Subordinated
Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving of such notice of
default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default. Lender may, but
shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by Lender as and for
the cure by Borrower.


 


(b)        Lender
shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice of default
to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may, but shall
not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and for the
cure by Borrower.


 


6.          Casualty
and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or
a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior
interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”).
Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in
any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns
its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees
to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written
confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by
Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing
agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either
the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore
the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and
required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have
claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender
of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall
continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award
or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to
be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from
any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair
and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available
to the Borrower


 



     Exhibit SS-10


     


    

 


for
the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.


 


7.          Foreclosure
of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall remain outstanding, (A)
due notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given to Lender, and true copies
of all papers served or entered in such action will be delivered to Lender, (B) no portion of the rents, issues and profits of
the Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents except through a receiver
appointed by the court in which such foreclosure action is brought, after due notice for the appointment of such receiver shall
have been given to Lender, (C) the rents, issues and profits collected by any such receiver shall be applied first to the payment
of taxes, maintenance and operating charges and disbursements incurred in connection with the operation and maintenance of the
Project and next to the payment of principal and interest (including, without limitation, default interest and late payment charges)
due under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action shall be brought for the
foreclosure of the Loan Documents and an application shall be made for an extension of the receivership for the benefit of Lender,
all such rents, issues and profits held by such receiver as of the date of such application shall be applied by the receiver solely
for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof until Lender has received
all amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents to, and shall not object
to, any action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated Lender further
agrees that it shall not institute any action or proceeding for the appointment of a receiver at any time during which a receiver
shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or caused the appointment
of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to take all action reasonably
necessary to terminate such appointment in order to facilitate Lender’s appointment of same.


 


8.          Rights
of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective Advance
by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior to the
payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies under
the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall not
acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other collateral
now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan Documents
or the liens, rights, estates and interests created thereby.


 


9.          Transfer
of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated
Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee
shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such Transfer
is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated Lender hereunder and
agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and
warranties contained herein for the benefit of the Lender.


 






     Exhibit SS-11


     


    

 


At
least five (5) days prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification
that such transfer will be made in accordance with this Section 9, such certification to include the name and contact information
of the Qualified Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated
Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge customary fees in connection with any such action, which fee, together with
any and all other reasonable costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same,
including, without limitation, reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender
may, from time to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any
such Transfer or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects
set forth in this Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions
of this Agreement.


 


Notwithstanding
anything contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.        Notices.
All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage prepaid, return
receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices shall be
deemed to have been given when received. Either party may change its address for notices hereunder by written notice to the other
party.


 


11.        Obligations
Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated Lender under this Agreement
shall remain in full force and effect irrespective of:


 


(i)         any
lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or instrument
relating thereto;


 


(ii)        any
taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent
to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)       any
manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan, or any manner
of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any other assets
of Borrower or any other Affiliates of Borrower;


 


(iv)       any
change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower;
or


 






     Exhibit SS-12


     


    

 


(v)        any
other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor
or a Lender subject to the terms hereof.


 


12.        Continued
Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated Lender
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.        Estoppel.


 


(a).       Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth the
then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the Subordinated
Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under the Subordinated
Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by Lender and by any prospective
purchaser of all or any interest in the Loan.


 


(b).       Lender
shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement
setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the
Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended
that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective
purchaser of all or any interest in the Subordinated Loan.


 


14.        No
Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to inure to Borrower,
or any other Person other than the respective successors and permitted assignees of the parties hereto. This Agreement may not
be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change
is sought.


 


15.        Counterpart
Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.


 


16.        No
Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.


 


17.        No
Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or joint tenancy
relationship between or among any of the parties hereto.


 






     Exhibit SS-13


     


    

 


18.        Captions.
The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed
to be a part hereof.


 


19.        Conflicts.
In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this Agreement shall control.


 


20.        No
Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform all of the
terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of Borrower under
the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions, obligations,
covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under the Subordinated
Loan Documents.


 


21.        Severability.
In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law,
and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions
or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same
affect the validity or enforceability of any other provision of this Agreement.


 


22.        Expenses.


 


(a)        Subordinated
Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection with the (i) exercise or enforcement
of any of the rights of Lender against Subordinated Lender hereunder to the extent that Lender is the prevailing party in any
dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe any of the provisions hereof.


 


(b)        Lender
agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the extent that Subordinated
Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform or observe any of the
provisions hereof.


 


23.        Injunction.
Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary damages are not an adequate
remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated Lender hereunder would cause
irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach of this Agreement by the other,
the remedies of


 



     Exhibit SS-14


     


    

 


injunction,
declaratory judgment and specific performance shall be available to such non breaching party.


 


24.        Each
of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated Loan
Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated Lender
agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.        Waiver
of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 


26.        Successors
and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and their respective permitted
successors and assigns. Lender shall have the right to record this Agreement.


 


27.        Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.


 


28.        Amendments.
No provision of this Agreement shall be waived, amended or supplemented except by written agreement of the party charges with
such waiver, amendment or supplement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 





	 	LENDER:
	 	 
	 	[__________]
	 	 	 
	 	By:	
	 	 	 
	 	SUBORDINATED LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	 



 






     Exhibit SS-15


     


    

 





	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)



  


On
the __ day of ________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument. 





	 	 
	 	Signature and Office of individual
	 	taking acknowledgment



 





	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)


 


On
the ___ day of _________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument. 





	 	 
	 	Signature and Office of individual
	 	taking acknowledgment


 






     Exhibit SS-16


     


    

 





SCHEDULE
1



MORTGAGE LOANS WITH ADDITIONAL DEBT


 






     Schedule 1-1


     


    

 





SCHEDULE
2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


See
Annex E to the Prospectus


 






     Schedule 2-1 


     


    







 


SCHEDULE
3



MORTGAGE LOANS (OTHER THAN NCB CO-OP MORTGAGE LOANS) WITH EARNOUT, OR PERFORMANCE ESCROWS OR RESERVES
EXCEEDING 10% OF THE INITIAL PRINCIPAL BALANCE


 


	Mortgage
    Loan 

Number	Mortgage
    Loan Name	Reserve
    

Description	Applicable
    Escrow or 

Reserve (Initial 

Amount)
	10	Raleigh
    Marriott City Center	PIP
    Reserve

    Tax Escrow	$12,000,000

    $372,351
	13	Moffett
    Place B4	Tax
    Escrow

    Other Escrow (Tenant-specific TI/LC)

    Other Escrow II (Rent Concessions Reserve)	$499,913

                                         $13,247,677

         

        

        $17,046,036

         



 






     Schedule 3-1